Eos Energy Enterprises (EOSE) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2026, with stockholders able to vote online or by proxy on key proposals, including director elections, auditor ratification, executive compensation, share authorization, and incentive plan amendments.

• The company continues to focus on U.S.-manufactured, long-duration battery technology for energy storage, supporting grid flexibility and energy independence.

• Proxy materials and the 2025 Annual Report are available online, with multiple voting methods provided for shareholder convenience.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class III directors for three-year terms, ratifying Deloitte & Touche LLP as auditor for 2026, approving a non-binding say-on-pay resolution, amending the certificate of incorporation to increase authorized common stock from 600M to 800M shares, and amending the 2020 Incentive Plan to add 5M shares.

• All proposals are recommended for approval by the Board.

Board of directors and corporate governance

• The board is divided into three classes, with staggered three-year terms; three Preferred Directors are appointed by holders of Investor Preferred Stock.

• The board consists of 11 directors, 10 of whom are independent under Nasdaq rules.

• Board leadership is separated, with an independent Chair and CEO roles.

• Three standing committees (Audit, Compensation, Nominating/Governance) are fully independent; a new Safety and Operations Oversight Committee was established.

• The board regularly reviews its composition and skills, with external consultants assisting in board effectiveness and succession planning.