Nu Ride (NRDE) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on December 11, 2025, with stockholders able to vote and submit questions online.

• Key proposals include director election, auditor ratification, equity plan amendment, executive compensation, frequency of say-on-pay votes, and amendment to NOL protective provisions.

• The Board recommends voting in favor of all proposals, with a three-year frequency for say-on-pay votes.

• Proxy materials are distributed electronically to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Proposals: elect one Class I director, ratify BDO as auditor, amend equity plan (add 1M shares), approve executive compensation, set say-on-pay vote frequency (3 years), amend NOL protective provisions.

• Board recommends FOR all proposals and a 3-year frequency for say-on-pay.

• Voting can be done online, by phone, or by mail; quorum requires majority of voting power.

• Shareholder proposals for 2026 must be submitted by July 3, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board consists of five members in staggered three-year terms; current nominee is Neil Weiner.

• All non-employee directors are independent under NASDAQ rules.

• Three standing committees: Audit, Compensation, and Corporate Governance/Nominating, all comprised of independent directors.

• Board held 13 meetings in 2024; all directors attended at least 75% of meetings.

• Board leadership is separated between Chairman and CEO.