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.

• Board recommends voting in favor of all proposals, which include significant amendments to the certificate of incorporation and bylaws.

• Proxy materials and annual report are available online, and multiple voting methods are provided for shareholder convenience.

Voting matters and shareholder proposals

• Election of three Class II directors for three-year terms; nominees are Neal E. Arnold, Kevin T. Hammond, and David W. Levy.

• Proposals include declassifying the board, eliminating supermajority voting for certain amendments, allowing bylaw amendments by majority, and conforming bylaws to these changes.

• Additional proposals seek to eliminate supermajority and majority board approval requirements for certain actions and to ratify Crowe LLP as the 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; declassification proposal would transition to annual elections by 2028.

• All directors, except two executive officers, are independent under NASDAQ rules.

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

• Lead Independent Director role established to enhance governance; annual board and committee evaluations are conducted.

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