Ess Tech (GWH) Proxy filing summary

Executive summary

• Special meeting scheduled for October 16, 2026, to address urgent compliance and capital structure issues.

• Board recommends approval of a reverse stock split and issuance of warrant shares to maintain NYSE listing and fulfill contractual obligations.

• Proxy materials and voting instructions provided for both record and street name stockholders, with multiple voting methods available.

• Board and management have no undisclosed interests in the proposals beyond those shared by all stockholders.

Voting matters and shareholder proposals

• Proposal 1: Amend certificate of incorporation to effect a reverse stock split (ratio between 1-for-8 and 1-for-30) and proportionally reduce authorized common stock.

• Proposal 2: Approve issuance of shares upon exercise of warrants issued in a private placement, as required by NYSE rules.

• Board recommends voting FOR both proposals.

• If proposals are not approved, recurring special meetings will be required until approval is obtained.

Board of directors and corporate governance

• Board retains discretion to implement or abandon the reverse stock split and authorized share reduction within one year of approval.

• Board will select the final reverse split ratio based on market and compliance factors.

• Board and management are responsible for proxy solicitation and vote tabulation.