Birchtech (BCHT) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 23, 2026, to be held exclusively online, with voting available by mail, phone, or internet.

• Four main proposals: election of directors, ratification of auditor, advisory vote on executive compensation, and amendment to reduce authorized common shares.

• Record date for voting is June 10, 2026, with 26,305,966 shares outstanding and entitled to vote.

Voting matters and shareholder proposals

• Election of four director nominees: Richard MacPherson, David M. Kaye, Troy Grant, and Mitzi H. Coogler.

• Ratification of Rosenberg Rich Baker Berman, P.A. as independent auditor for 2026.

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

• Amendment to certificate of incorporation to decrease authorized common shares from 150,000,000 to 50,000,000, aimed at reducing Delaware franchise tax liability.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of four members; two are independent under NYSE American rules.

• No standing nominating committee; board as a whole handles nominations.

• Majority Voting Policy requires directors not receiving majority support to tender resignation.

• Board held seven formal meetings in 2025, with 100% attendance.

• Written code of ethics and business conduct in place, with periodic review and compliance acknowledgment.