Bloom Energy (BE) Proxy filing summary

Executive summary

• Achieved record revenue of $2.02 billion in 2025, a 37.3% increase year-over-year, with improved gross margin and operating income, and positive cash flow from operations for the second consecutive year.

• Product backlog more than doubled year-over-year, and the company ended 2025 with $2.45 billion in cash after a $2.2 billion convertible note issuance and a $600 million revolving credit facility.

• Expanded manufacturing capacity to 2 GW annually by end of 2026, with modular, scalable solid oxide fuel cell technology supporting rapid deployment and high reliability.

• Focused on innovation, including advancements in microgrid capabilities, carbon capture, hydrogen integration, and cost reduction.

• Board and management emphasize long-term strategy, operational discipline, and readiness for rapid growth in AI and industrial power demand.

Voting matters and shareholder proposals

• Proposal 1: Election of four Class II directors.

• Proposal 2: Advisory vote to approve 2025 executive compensation (say-on-pay).

• Proposal 3: Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Proposal 4: Amendment to provide officer exculpation as permitted by Delaware law.

• Proposal 5: Amendment to remove outdated references to Class B common stock.

Board of directors and corporate governance

• Board expanded to ten members, 90% independent, with diverse expertise in energy, technology, finance, and global business.

• New director Jim Snabe appointed, bringing experience in digital transformation and international markets.

• Board committees (Audit, Compensation, Nominating) are 100% independent.

• Annual board and committee evaluations, director orientation, and ongoing education.

• Stockholder engagement program includes regular outreach and feedback integration.