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 ratifying a new auditor.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include: electing five directors, approving the 2025 Equity Incentive Plan, increasing authorized common stock to 75 million, increasing preferred stock to 3 million with board-determined rights, ratifying Haskell & White LLP as auditor, and authorizing adjournment if more votes are needed for key proposals.

• Board recommends voting FOR all proposals.

• No dissenter's or appraisal rights are available for any proposal.

Board of directors and corporate governance

• Board now consists of five directors, with a majority being independent.

• Recent leadership transition: Krishna Vanka appointed CEO and director, Dale Robinette appointed Chairman (independent director) as of March 2025.

• Board committees (Audit, Compensation, Nominating/Governance) are fully independent and meet regularly.

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