Nextpower (NXT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 18, 2026, to be held virtually, with four key proposals up for vote, including director elections, auditor ratification, executive compensation approval, and charter amendments.

• Only Class A common stockholders as of June 22, 2026, are eligible to vote; no Class B shares are outstanding.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Four proposals: election of four directors, ratification of Deloitte as auditor, advisory approval of executive compensation, and amendments to the certificate of incorporation to remove Class B stock and rename Class A stock.

• Board recommends a “FOR” vote on all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by March 9, 2027, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of ten members, with a classified structure (three classes).

• 80% of directors are independent; board diversity includes 30% female directors.

• Board committees: Audit, Compensation and People (C&P), and Nominating, Governance and Public Responsibility (Nom Gov), all comprised of independent directors.

• Board diversity matrix and skills matrix provided; directors bring expertise in energy, finance, risk management, and public company governance.

• Board and committee meetings held regularly, with high attendance.