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 strong growth in AI data center and commercial/industrial segments.

• Improved gross margin to 29.0% and operating income to $72.8 million, with positive cash flow from operations for the second consecutive year.

• Ended 2025 with $2.5 billion in cash after a $2.2 billion convertible notes offering and a $600 million revolving credit facility, supporting manufacturing expansion and R&D.

• Expanded manufacturing capacity from 1 GW to 2 GW, with plans for further scalable growth to 5 GW as needed.

• Board and management focused on innovation, cost reduction, and scaling to meet rising electricity demand, especially from AI and digital infrastructure.

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• Proposal 5: Amendment to remove outdated references to Class B common stock.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 recent additions bringing expertise in digital transformation, energy, and global markets.

• Strong lead independent director and 100% independent board committees.

• Annual board and committee self-evaluations, regular executive sessions, and robust stockholder engagement.

• Board oversees strategy, risk, sustainability, and executive compensation, with active involvement in commercial execution and market expansion.