Energy Vault (NRGV) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 29, 2026, will be held virtually, with voting available online, by phone, or mail.

• Record date for voting is March 31, 2026, with 174,146,636 shares outstanding, each entitled to one vote.

• Two main proposals: election of three Class II directors and ratification of BDO USA, P.C. as independent auditor for 2026.

• Board recommends voting “FOR” all director nominees and auditor ratification.

• Proxy materials are distributed primarily via internet, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposal 1: Election of Stephanie Unwin, Theresa Fariello, and Thomas Ertel as Class II directors for terms expiring in 2029.

• Proposal 2: Ratification of BDO USA, P.C. as independent registered public accounting firm for fiscal year 2026.

• Shareholders may submit proposals for the 2027 annual meeting by December 18, 2026, and director nominations must comply with bylaw notice periods.

Board of directors and corporate governance

• Board consists of three staggered classes; majority are independent under NYSE rules.

• Board committees: audit, compensation, and nominating/corporate governance, all comprised of independent directors.

• Lead Independent Director role established; Larry Paulson currently serves in this capacity.

• Board and committees met regularly in 2025, with high attendance.

• Shareholder engagement and communication channels are emphasized.