ClearSign Technologies (CLIR) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on July 25, 2025, with voting on director elections, auditor appointment, and executive compensation.

• Stockholders of record as of May 29, 2025, are eligible to vote; 52,422,532 shares outstanding.

• The Board recommends voting FOR all proposals and urges use of the WHITE proxy card.

• Proxy materials are available online, reducing environmental impact and costs.

Voting matters and shareholder proposals

• Proposals include electing six directors, approving BPM CPA LLP as auditor, and a say-on-pay vote for executive compensation.

• A contested nomination by Jeffrey Feinglas was deemed invalid; any votes for his nominees will not be counted unless a court rules otherwise.

• Board recommends voting FOR Schrecker, de Lacy, Silva, Deller, DiGiandomenico, and Basenese.

• Advance notice requirements for 2026 proposals are detailed, with deadlines and compliance procedures.

Board of directors and corporate governance

• Board will reduce from seven to six members after the meeting due to a director not standing for re-election.

• Recent cooperation agreements led to the appointment of DiGiandomenico and Basenese.

• All directors except Deller and DiGiandomenico are independent per Nasdaq rules.

• Board has Audit, Compensation, and Governance Committees, all comprised of independent directors.

• Lead independent director role is held by Schrecker, with defined responsibilities.