Flux Power (FLUX) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 28, 2025, with voting available online, by phone, mail, or fax.

• Key proposals include electing five directors, approving a new equity incentive plan, amending articles to increase authorized shares and preferred stock, ratifying a new auditor, and potential adjournment to solicit more votes.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals: elect five directors, approve 2025 Equity Incentive Plan, increase authorized common shares, authorize blank check preferred stock, ratify Haskell & White LLP as auditor, and adjournment if needed.

• Amendments to articles would increase flexibility for capital raising and strategic transactions.

• Shareholders can submit director nominations and proposals for the 2026 meeting within specified timeframes.

Board of directors and corporate governance

• Board now consists of five directors, majority independent, with Dale Robinette as independent Chairman since March 2025.

• Committees: Audit, Compensation, and Nominating/Governance, all comprised of independent directors.

• Board diversity is emphasized, with a mix of backgrounds and expertise.

• Recent management transition: Krishna Vanka appointed CEO and director in March 2025, succeeding Ronald Dutt.