HA Sustainable Infrastructure Capital (HASI) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 3, 2026, via virtual webcast, with record date April 6, 2026.

• Key proposals: election of ten directors, ratification of Ernst & Young LLP as auditor, and advisory vote on executive compensation.

• Virtual format supports global participation and aligns with sustainability goals.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten director nominees, ratifying Ernst & Young LLP as independent auditor for 2026, and approving executive compensation on a non-binding basis.

• Majority vote policy in place for director elections; directors must tender resignation if more withhold than for votes.

• Shareholders may submit proposals for the 2027 meeting by December 14, 2026.

Board of directors and corporate governance

• Board reduced to ten members, with eight independent directors.

• Separate Chair and CEO roles; Lead Independent Director ensures independent oversight.

• Four standing committees: Audit, Compensation, NGCR (Nominating, Governance and Corporate Responsibility), and Finance and Risk, all comprised solely of independent directors.

• Board diversity: 42% female, 17% racial or ethnic minority.

• Active stockholder outreach with over 230 meetings in 2025.