Navitas Semiconductor (NVTS) Proxy filing summary

Voting matters and shareholder proposals

• Stockholders are being asked to approve an amendment to declassify the board, allowing annual election of all directors for one-year terms if the proposal passes.

• The amendment also modifies director removal provisions, permitting removal with or without cause by majority vote of outstanding shares.

Board of directors and corporate governance

• The amendment aligns director removal standards with Delaware law, specifically Section 141(k) of the DGCL, if the declassification proposal is approved.

• Directors currently can only be removed for cause; the amendment allows removal with or without cause.

• Newly created directorships and board vacancies will be filled by a majority of remaining directors, not by stockholders.

• Preferred stockholders retain rights to elect directors and govern related terms as specified in the certificate.

Shareholder rights and capital structure

• The amendment impacts voting rights by enabling shareholders to remove directors with or without cause, increasing shareholder influence over board composition.

• All directors will be elected annually, enhancing shareholder ability to effect board changes each year.