FTC Solar (FTCI) Proxy filing summary

Executive summary

• Virtual annual meeting set for November 30, 2026; record date October 7, 2026, with 18,272,140 common shares outstanding and one vote per share.

• Board unanimously recommends FOR all three proposals: elect three Class II directors, approve potential Lincoln Park share issuance above Nasdaq’s 20% threshold, and ratify BDO for FY2026.

Voting matters and shareholder proposals

• Shaker Sadasivam, Anthony Carroll and Maximillian Sultan are nominated for three-year terms ending at the 2029 annual meeting; directors are elected by plurality.

• Stock issuance approval requires a majority of votes cast; auditor ratification requires a majority of shares present and entitled to vote.

• 2027 proposals for proxy inclusion are due by June 21, 2027; other stockholder meeting notices are due August 2–September 1, 2027, subject to meeting-date conditions.

Board of directors and corporate governance

• Board has nine members, seven determined independent; Audit, Compensation, and Nominating and Corporate Governance committees consist solely of independent members.

• Shaker Sadasivam serves as independent Board Chair; Anthony Carroll became CEO and a director on April 29, 2026, replacing Yann Brandt.

• Beginning in 2026, non-employee directors receive a $50,000 annual cash retainer, committee fees, 25,000 annual RSUs, and a 37,500-RSU initial grant, subject to vesting terms.