Capstone Energy+ (CEPL) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 20, 2026, with voting available online, by phone, or by mail.

• Key proposals include electing two Class III directors, a non-binding advisory vote on executive compensation, and ratification of the external auditor.

• Only holders of record of voting common stock and Series A convertible preferred stock as of July 2, 2026, may vote.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals: (1) Elect Vincent J. Canino and John P. Miller as Class III directors until 2029; (2) Advisory vote on executive compensation; (3) Ratify CBIZ as independent auditor for FY ending March 31, 2027.

• Directors are elected by plurality; advisory vote on pay is non-binding but considered in future decisions.

• Shareholder proposals for the 2027 meeting must be received by March 10, 2027.

Board of directors and corporate governance

• The Board consists of seven directors, with a majority being independent.

• Board is divided into three classes with staggered three-year terms.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all chaired by independent directors.

• Board refreshment includes recent director changes and a policy against directors serving past age 72.

• Monarch Alternative Capital LP has rights to appoint directors based on Series A Preferred Stock holdings.