Lanzatech Global (LNZA) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on July 28, 2025, to increase accessibility and reduce environmental impact.

• Key items include director elections, auditor ratification, executive compensation, and several amendments to the certificate of incorporation.

• A major focus is on obtaining shareholder approval for actions related to a recent $40 million preferred stock issuance and a potential large-scale financing.

• The company is seeking flexibility to raise additional capital and comply with Nasdaq listing requirements.

Voting matters and shareholder proposals

• Election of two Class II directors for terms expiring in 2028.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay).

• Amendments to increase authorized common stock, effect a 100-for-1 reverse stock split, decrease par value, and allow shareholder action by written consent.

• Approval of potential change of control and large share issuances under Nasdaq rules.

• Authorization to adjourn the meeting if necessary.

Board of directors and corporate governance

• Board consists of nine directors, divided into three classes with staggered three-year terms.

• Majority of directors are independent; lead independent director role established.

• Board committees include Audit, Compensation, and Nominating and Governance, all with independent members.

• New directors added in 2025; director qualifications emphasize experience, diversity, and governance.

• Code of Conduct, insider trading, and anti-hedging policies in place.