Energy Recovery (ERII) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 4, 2026, with a record date of April 6, 2026.

• Key agenda items include director elections, a say-on-pay vote, auditor ratification, and an amendment to the 2020 Incentive Plan.

• The Board recommends voting in favor of all proposals and emphasizes strong governance, shareholder engagement, and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors for one-year terms, a non-binding advisory vote on executive compensation, ratification of Deloitte & Touche LLP as auditor, and approval of an amendment to the 2020 Incentive Plan to increase authorized shares by 5,000,000.

• Proxy access rights allow eligible shareholders to nominate directors in the proxy statement.

• Shareholder proposals and nominations must comply with detailed bylaw requirements and deadlines.

Board of directors and corporate governance

• The Board consists of six directors, five of whom are independent; the Chair is independent and separate from the CEO.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent and meet regularly.

• Board refreshment is ongoing, with an average tenure of 9.3 years and a focus on diversity (two women, one person of color).

• Annual board and committee self-assessments are conducted to ensure effectiveness.