FirstSun Capital (FSUN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 7, 2025, to be held virtually, with voting on seven key proposals including director elections and major governance changes.

• Proposals include declassifying the board, eliminating supermajority voting, allowing bylaw amendments by majority, and ratifying the external auditor.

• Proxy materials and annual report are available online; shareholders can vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Election of three Class II directors for three-year terms.

• Proposals to declassify the board, eliminate supermajority voting for certain amendments, and allow bylaw amendments by majority.

• Amendments to bylaws to conform with new certificate and eliminate supermajority/majority board approval for certain actions.

• Ratification of Crowe LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine directors, with staggered three-year terms; proposal to move to annual elections by 2028.

• All directors except two executives are independent under NASDAQ rules.

• Committees include Audit, Compensation and Succession, Nominating and Governance, Risk, and Executive.

• Lead Independent Director role established for governance oversight.

• Stock ownership guidelines for directors increased to five times annual cash retainer.