ClearSign Technologies (CLIR) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 26, 2026, to be held virtually for all stockholders.

• Two proposals up for vote: a reverse stock split amendment and potential adjournment of the meeting if necessary.

• The reverse stock split aims to increase the share price to meet Nasdaq's minimum bid price requirement and maintain listing.

• Board of directors recommends voting in favor of both proposals.

• Proxy materials and voting instructions are available online, by phone, or by mail.

Voting matters and shareholder proposals

• Proposal 1: Amend certificate of incorporation to effect a reverse stock split at a ratio between 1-for-2 and 1-for-10, at the board's discretion, any time before the one-year anniversary of approval.

• Proposal 2: Adjournment of the Special Meeting if more time is needed to solicit votes or if a quorum is not present.

• Both proposals are considered routine, allowing brokers to vote without specific instructions.

• Board unanimously recommends voting “FOR” both proposals.

• Advance notice requirements for shareholder nominations and proposals for the 2026 annual meeting are specified.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse stock split at any time within one year of approval.

• No anti-takeover intent behind the reverse stock split; not part of a going-private transaction.

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