Aqua Metals (AQMS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for August 18, 2026, with four key proposals for shareholder vote, including director elections, an amendment to the stock incentive plan, auditor ratification, and a say-on-pay advisory vote.

• Shareholders of record as of July 2, 2026, are eligible to vote, with multiple voting methods available, including online, phone, and mail.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation.

Voting matters and shareholder proposals

• Proposal 1: Election of four directors to serve until the next annual meeting.

• Proposal 2: Amendment to the 2019 Stock Incentive Plan to increase reserved shares by 750,000.

• Proposal 3: Ratification of Forvis Mazars, LLP as independent auditor for 2026.

• Proposal 4: Advisory vote on executive compensation (say-on-pay).

• Other business may be considered if properly brought before the meeting.

Board of directors and corporate governance

• Board consists of four members, three of whom are independent; all current directors are nominated for re-election.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent members and written charters.

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

• Director resignation policy requires directors not receiving majority support to tender resignation.

• Stock ownership guidelines require non-employee directors to hold shares worth at least three times their annual base fee.