Energy Vault (NRGV) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 30, 2025, will be held virtually, allowing shareholders to vote and ask questions online.

• Shareholders of record as of March 31, 2025, are eligible to vote on two main proposals: election of two Class I directors and ratification of the external auditor.

• 154,242,940 shares of common stock are outstanding as of the record date, each entitled to one vote.

Voting matters and shareholder proposals

• Proposal 1: Election of Larry Paulson and Mary Beth Mandanas as Class I directors for a term expiring at the 2028 annual meeting.

• Proposal 2: Ratification of BDO USA, P.C. as the independent registered public accounting firm for fiscal year 2025.

• Board recommends voting FOR both proposals.

• Shareholders may submit proposals for the 2026 annual meeting by December 11, 2025, and director nominations must comply with bylaw notice periods.

Board of directors and corporate governance

• Board is classified into three classes with staggered three-year terms; removal of directors requires a 66 2/3% vote for cause.

• Six of seven directors are independent per NYSE standards; Larry Paulson serves as lead independent director.

• Board committees include audit, compensation, and nominating/governance, all composed of independent directors.

• Board met four times in 2024, with all directors attending at least 75% of meetings.

• Director nomination process considers integrity, experience, and diversity of skills; shareholders may nominate directors per bylaw procedures.