Lanzatech Global (LNZA) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on August 1, 2025, to increase accessibility and reduce environmental impact.

• Key proposals include director elections, auditor ratification, executive compensation, amendments to the certificate of incorporation, and approvals related to capital structure and Nasdaq rules.

• The company recently issued $40 million in Series A Convertible Senior Preferred Stock and is seeking further financing, with related proposals to enable these transactions.

• Board recommends voting in favor of all proposals to support financing flexibility and compliance with Nasdaq requirements.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors, ratifying Deloitte & Touche LLP as auditor, advisory vote on executive compensation, increasing authorized shares, reverse stock split, written consent, par value reduction, Nasdaq rule approvals, and adjournment authority.

• Approval of these proposals is necessary to fulfill obligations under a recent financing agreement and to maintain Nasdaq listing.

• Board unanimously recommends voting “FOR” all proposals.

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, and the board has Audit, Compensation, and Nominating and Governance Committees.

• Board leadership includes a lead independent director and oversight of risk management is shared among the board and its committees.

• New director nominees have significant experience in finance, sustainability, and global business.