ClearSign Technologies (CLIR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 8, 2026, with voting on director elections, auditor appointment, equity plan amendment, executive compensation, and potential adjournment if needed.

• The record date for voting eligibility is April 13, 2026, with 5,409,133 shares outstanding.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with options for shareholders to request printed copies.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four directors, (2) advisory approval of BPM CPA LLP as auditor, (3) approval of amended and restated 2021 Equity Incentive Plan, (4) advisory approval of executive compensation, and (5) adjournment proposal if needed.

• Board recommends voting FOR all proposals.

• Shareholder proposals and director nominations for the 2027 meeting must be submitted by specified deadlines and in compliance with SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of four members, with one vacancy; all current nominees are independent except the CEO.

• Three standing committees: Audit, Compensation, and Governance, all comprised of independent directors.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.

• Board seeks diversity in backgrounds and skills, with a focus on relevant industry and governance experience.