Shoals Technologies Group (SHLS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 1, 2025, to be held virtually, with shareholders able to vote and ask questions online.

• Key proposals include election of three directors, advisory vote on executive compensation, and ratification of Ernst & Young LLP as auditor for 2025.

• Shareholders of record as of March 10, 2025, are eligible to vote; proxy materials are available online.

Voting matters and shareholder proposals

• Shareholders will vote on electing Ty Daul, Toni Volpe, and Niharika Taskar Ramdev as Class I directors for terms expiring in 2026.

• Advisory vote on executive compensation (say-on-pay) and ratification of Ernst & Young LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 20, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of eight directors, with a phased declassification to annual elections by 2027.

• Board emphasizes diversity, independence, and a mix of industry, financial, and governance expertise.

• All directors except the CEO are independent; three directors self-identify as female, two as underrepresented minorities.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Annual board and committee self-evaluations are conducted to assess effectiveness.