FTC Solar (FTCI) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for November 30, 2026; board unanimously recommends FOR all three proposals: director elections, Lincoln Park share issuance approval and BDO auditor ratification.

• Record date October 7, 2026, with 18,272,140 common shares outstanding; 2025 Annual Report and 2026 proxy materials are furnished online.

Voting matters and shareholder proposals

• Stockholders will elect Shaker Sadasivam, Anthony Carroll and Maximillian Sultan to three-year Class II terms ending in 2029; election requires a plurality of votes cast.

• Proposal 2 seeks Nasdaq-compliance approval for potential Lincoln Park issuances exceeding the 3,290,604-share Exchange Cap; agreement permits up to $20.0 million over 24 months from August 21, 2026.

• Lincoln Park purchases are at the board's direction, subject to purchase-price and share-volume terms; approval permits issuance above the cap below Nasdaq's Minimum Price, with dilution and potential price volatility risks.

• Proposal 2 requires a majority of votes cast; director elections require plurality, and auditor ratification requires a majority of shares present and entitled to vote.

• Proposal 3 seeks ratification of BDO for FY2026; the Audit Committee may reconsider or change the appointment even if ratified.

Board of directors and corporate governance

• Board has nine members, seven determined independent under Nasdaq rules; Audit, Compensation, and Nominating and Corporate Governance committees comprise independent directors.

• Shaker Sadasivam serves as independent Board Chair; board is divided into three classes, and the classified structure may delay or prevent a change in control.

• Anthony Carroll became CEO and a director on April 29, 2026, succeeding Yann Brandt, who departed that date; Carroll, Sadasivam and Sultan are the current Class II nominees.

• Beginning in 2026, non-employee directors receive $50,000 annual cash retainers and 25,000 annual RSUs; new appointees receive an initial 37,500 RSUs, vesting over three years.