Nuvve (NVVE) Proxy filing summary

Executive summary

• Special Meeting scheduled for June 9, 2026, to be held virtually, allowing shareholders to vote and participate online.

• Three main proposals: reverse stock split, Omnia issuance, and adjournment if needed.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split at a ratio between 1-for-2 and 1-for-40, with the exact ratio determined by the Board.

• Proposal 2: Approve issuance of 19.99% or more of outstanding shares in connection with Omnia Venture Agreements, including Series B Preferred Stock conversion.

• Proposal 3: Approve adjournment of the meeting if necessary to solicit more proxies or establish a quorum.

• Shareholders may submit proposals or director nominations for annual meetings with advance notice as specified in bylaws.

Board of directors and corporate governance

• Board has discretion to implement or abandon the reverse stock split within one year of approval.

• No officer or director has a differing interest in the reverse stock split.

• Board did not seek a fairness opinion for the Omnia Venture Agreements, citing cost and time constraints.