Nuvve (NVVE) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 18, 2026, at 1:00 p.m. ET; record date Oct. 23, 2026, with 1,907,726 common shares outstanding.

• Board recommends FOR Brian Johnson’s election and FOR ratification of Deloitte & Touche LLP for FY2026.

• Board size is six, with four directors serving; the Board says it is finalizing candidates to fill vacancies.

Voting matters and shareholder proposals

• Proposal 1 elects Brian Johnson to a three-year Class B term; plurality vote, with withheld votes and broker non-votes having no effect.

• Proposal 2 ratifies Deloitte & Touche LLP; approval requires a majority of shares represented and entitled to vote. Abstentions count against; the advisory vote is nonbinding.

• Proposal 2 is routine and brokers may vote uninstructed shares; Proposal 1 is generally non-routine.

• Rule 14a-8 proposals for the 2027 annual meeting are due July 6, 2027; director nominations under Rule 14a-19 are due Oct. 19, 2027, subject to meeting-date adjustments.

Board of directors and corporate governance

• Classified Board has three-year staggered terms; the filing notes classification may delay or prevent changes in control or management.

• Jon Montgomery is Board Chair; independent directors meet regularly in executive session, and the Board periodically reviews its leadership structure.

• Montgomery and Johnson are determined independent; Poilasne and Smith are not. Audit, Compensation, and Nominating and Corporate Governance committees each have Montgomery and Johnson as members.

• The Board seeks a diverse mix of experienced directors; background and experience are considered, but the nominating committee has no formal diversity policy.

• Insider trading policy bars hedging, short sales, publicly traded options and derivatives, and margin-account holdings by directors, officers, and employees.