SES AI (SES) Proxy filing summary

Executive summary

• Virtual annual meeting set for Dec. 10, 2026; voting record date Oct. 13, 2026. Five proposals cover director elections, auditor ratification, say-on-pay, reverse-split authority and officer exculpation.

• Board seeks reverse-split flexibility to support NYSE listing compliance and officer exculpation to aid executive recruitment and retention.

Voting matters and shareholder proposals

• Proposals: elect Eric Luo and Dr. Jiong Ma for terms ending in 2029; ratify Grant Thornton LLP for FY2026; approve FY2025 executive pay; authorize a 5:1–20:1 reverse split; approve officer exculpation.

• Board recommends FOR all five proposals; director election requires a plurality, auditor and say-on-pay approval a majority of votes cast, and Proposals 4 and 5 two-thirds of outstanding voting power.

• NYSE’s $1 minimum-price requirement must be cured by Jan. 17, 2027; if approved, the Board may set the split ratio and timing or abandon the amendment before filing.

• Stockholders may submit director nominations or proposals for the 2027 meeting; advance-notice nominations are due Aug. 12–Sept. 11, 2027, subject to meeting-date changes and bylaw requirements.

Board of directors and corporate governance

• Five directors serve on a classified Board; Eric Luo and Dr. Jiong Ma are nominated for new three-year terms. Dr. Hu combines CEO and Chair roles; Dr. Ma is independent Lead Director.

• 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.

• Four standing committees oversee audit, compensation, nominations and governance, and strategic investments and partnerships; independent directors meet in executive sessions without management.

• The Board conducts annual evaluations of itself and its committees, covering composition, meetings, management relations, succession planning, strategy and performance.