Aqua Metals (AQMS) Proxy Filing summary

Executive summary

• The annual meeting will be held on July 22, 2025, to vote on director elections, stock issuance, a reverse stock split, stock plan amendments, auditor ratification, and executive compensation.

• Shareholders of record as of June 17, 2025, are eligible to vote in person or by proxy.

• The Board recommends voting in favor of all proposals, including the Lincoln Park stock issuance and the reverse split.

Voting matters and shareholder proposals

• Election of four directors for a one-year term.

• Approval of up to $10 million in common stock issuance under the Lincoln Park Purchase Agreement.

• Approval of a reverse split of common stock at a ratio between 1:2 and 1:10.

• Amendment to the 2019 Stock Incentive Plan to increase reserved shares.

• Ratification of Forvis Mazars, LLP as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of four members, three of whom are independent.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members.

• Board leadership is separated between the Chairman and CEO roles.

• Director resignation policy requires any director not receiving a majority vote to tender resignation.

• Policies in place for hedging, insider trading, and code of conduct.