Capstone Green Energy (CGRN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on August 12, 2025, with voting on key proposals including director elections, executive compensation, equity plan amendment, and auditor ratification.

• Shareholders of record as of June 13, 2025, are eligible to vote, with multiple voting methods available.

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

Voting matters and shareholder proposals

• Four proposals: election of directors, advisory vote on executive compensation, amendment to increase shares under the equity plan, and ratification of CBIZ as auditor.

• Shareholders may submit proposals for the 2026 meeting by March 4, 2026, following SEC and bylaw procedures.

• No dissenters' or appraisal rights are available for any proposal.

Board of directors and corporate governance

• Board expanded to eight members, with four nominees (Beard, Flexon, Powelson, Wilson) up for election.

• Board is predominantly independent, with only the CEO as an employee director.

• Committees: Audit, Compensation and Human Capital, Governance and Sustainability, all chaired by independent directors.

• Board structure separates Chair and CEO roles and encourages board refreshment and diversity.

• Annual board and committee performance evaluations are conducted.