SES AI (SES) Proxy filing summary

Executive summary

• 2026 annual meeting scheduled for December 10 at 10:00 a.m. ET as a virtual webcast; record date October 13, 2026.

• Three-business strategy spans Molecular Universe AI software, battery materials and cells, and energy storage systems and software; Molecular Universe began generating subscription revenue in 2026.

• Q2 2026 revenue was $5.1 million, up more than 40% YoY; gross margin rose to 22.6% from 18.1% in Q1 2026, and NDAA-compliant drone-cell revenue was expected beginning Q4 2026.

Voting matters and shareholder proposals

• Five proposals: elect Jiong Ma and Eric Luo through 2029; ratify Grant Thornton for FY2026; approve FY2025 executive pay; authorize a reverse split; and approve officer exculpation; Board recommends FOR each.

• Reverse split authorization would let the Board select a 5:1–20:1 ratio, determine filing timing, or abandon it before filing; NYSE minimum-price compliance deadline is January 17, 2027.

• NYSE requires at least $1.00 average closing price over 30 consecutive trading days; approval would enable a split if needed, but does not ensure listing or a sustained price increase.

• Proposal 5 would extend duty-of-care exculpation to specified officers for direct stockholder claims; loyalty breaches, bad faith, intentional misconduct, knowing legal violations, improper benefits and derivative claims remain outside protection.

• Director elections require a plurality; auditor ratification and say-on-pay require a majority of votes cast; reverse split and officer exculpation each require two-thirds of outstanding voting power.

Board of directors and corporate governance

• Five-member classified Board; two Class I nominees are up for election, with Class II and III terms expiring in 2027 and 2028, respectively.

• Controlled-company status applies because the CEO and affiliates hold over 50% of voting power; the Board nevertheless has a majority of independent directors, and the Compensation Committee is fully independent.

• Qichao Hu combines CEO and Chair roles; independent director Jiong Ma serves as Lead Director and chairs executive sessions without management.

• Board oversight operates through four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Strategic Investment and Partnership.

• Annual Board and committee evaluations use questionnaires covering composition, meetings, management relations, succession planning, strategy and performance.