Capstone Green Energy (CGRN) Proxy Filing summary

Audit committee and external auditor matters

• CBIZ acquired Marcum's attest business assets, and most Marcum audit staff joined CBIZ as of November 1, 2024.

• CBIZ is expected to be engaged as the independent registered public accounting firm for the fiscal year ending March 31, 2025, pending Audit Committee approval and client acceptance procedures.

• Marcum's prior audit reports did not contain adverse opinions but noted substantial doubt about the company's ability to continue as a going concern.

• No disagreements with Marcum on accounting matters occurred, but material weaknesses in internal controls were identified, including issues with tone at the top, staffing, and specific accounting practices.

• Any vote for Marcum in Proposal 4 will be counted as a vote for CBIZ if the Audit Committee elects to engage CBIZ.

Voting matters and shareholder proposals

• Proposal 4 concerns the ratification of the appointment of the independent registered public accounting firm for the fiscal year ending March 31, 2025.

• The Board unanimously recommends a vote for the ratification of Marcum or CBIZ, depending on the Audit Committee's engagement decision.

• Abstentions and broker non-votes will not affect the outcome of Proposal 4; broker discretionary voting is allowed.

Risk oversight and compliance

• Material weaknesses in internal control over financial reporting were identified, including insufficient qualified professionals, inadequate review of accounting policies, and ineffective controls over certain sales and service contracts.

• The company plans to attach a letter from Marcum regarding these disclosures to a forthcoming Form 8-K.