ClearSign Technologies (CLIR) Proxy Filing summary

Executive summary

• A special virtual meeting is scheduled for February 26, 2026, for shareholders to vote on two key proposals: a reverse stock split and the potential adjournment of the meeting if necessary.

• The reverse stock split proposal allows the board to effect a split at a ratio between 1-for-2 and 1-for-10 at any time within a year of approval, aiming to increase the share price to meet Nasdaq's minimum bid price requirement.

• The board recommends voting in favor of both proposals, emphasizing the importance of maintaining Nasdaq listing and flexibility for future capital raising.

• Shareholders of record as of January 22, 2026, are eligible to vote, with 53,615,991 shares outstanding on that date.

• The proxy materials are available online, and voting can be done via internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for a reverse stock split at a ratio of 1-for-2 to 1-for-10, with the exact ratio set by the board.

• Proposal 2 allows adjournment of the meeting to solicit more proxies if needed for Proposal 1 or if a quorum is not present.

• Both proposals are considered routine, and brokers may vote without specific instructions.

• The board unanimously recommends voting “FOR” both proposals.

• Advance notice requirements for shareholder proposals for the 2026 annual meeting are detailed, with deadlines in February and March 2026.

Board of directors and corporate governance

• The board retains discretion to implement or abandon the reverse stock split at any time within a year of approval.

• No anti-takeover intent is associated with the reverse stock split, though it could have such effects by increasing authorized but unissued shares.

• Directors and officers collectively own approximately 4.7% of outstanding shares as of the record date.