Ess Tech (GWH) Proxy filing summary

Executive summary

• Special meeting scheduled for October 16, 2026, to vote on two key proposals via virtual webcast.

• Proposals include a reverse stock split and approval for issuance of shares upon warrant exercise.

• Board recommends voting in favor of both proposals to maintain NYSE listing and fulfill contractual obligations.

• Proxy materials distributed to shareholders of record as of September 14, 2026.

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 reduce authorized shares proportionally.

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

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

• Both proposals require majority approval of votes cast; abstentions and broker non-votes have no effect.

Board of directors and corporate governance

• Board unanimously approved and recommends both proposals.

• No director, executive officer, or their associates have interests in the proposals not shared by all shareholders.

• Procedures for shareholder proposals and director nominations for the 2027 annual meeting are outlined.