Ess Tech (GWH) Proxy filing summary

Executive summary

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

• Key items include election of two Class II directors, ratification of KPMG LLP as auditor, advisory votes on executive compensation, and frequency of future say-on-pay votes.

• Board recommends voting for all proposals and for annual say-on-pay votes.

• Proxy materials and annual report are available online; shareholders are encouraged to vote promptly.

Voting matters and shareholder proposals

• Proposals: elect two Class II directors (Sandeep Nijhawan and Harry Quarls), ratify KPMG LLP as auditor, advisory vote on executive compensation, and advisory vote on frequency of say-on-pay (board recommends every one year).

• Plurality voting for directors; majority of votes cast required for other proposals.

• Shareholders of record as of April 6, 2026, are eligible to vote.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of eight directors, seven of whom are independent; will reduce to six after the meeting.

• Board divided into three classes with staggered three-year terms.

• Board committees: audit, compensation, nominating and corporate governance; compensation and nominating committees to be combined after the meeting.

• Board leadership structure separates chairperson and CEO roles; chairperson is also lead independent director.

• Board and committees meet regularly, with high attendance except for one director due to scheduling conflicts.