Solaris Energy Infrastructure (SEI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2026, to elect three Class III directors, ratify the appointment of BDO USA as auditor, and hold an advisory vote on executive compensation for 2025.

• Shareholders of record as of March 20, 2026, are entitled to vote, with 58.1 million Class A and 15.3 million Class B shares outstanding.

• Proxy materials are distributed primarily via internet access to reduce costs, with options for paper or email delivery upon request.

Voting matters and shareholder proposals

• Proposals include electing three Class III directors, ratifying BDO USA as auditor for 2026, and an advisory say-on-pay vote for executive compensation.

• Shareholders may submit proposals for the 2027 meeting by December 2, 2026, or nominate directors with advance notice per bylaws.

• Voting is one vote per share, no cumulative voting, and broker non-votes apply to non-routine matters.

Board of directors and corporate governance

• The board is classified into three staggered classes; Class III nominees are William A. Zartler, Edgar R. Giesinger, and A. James Teague.

• Majority of directors are independent per NYSE standards; only the Co-CEOs and Chief Administrative Officer are not independent.

• The board met ten times in 2025, with all directors attending at least 75% of meetings.

• Edgar R. Giesinger serves as Lead Independent Director.

• Committees include Audit, Compensation, and Nominating and Governance, each with independent members.

• The company has a code of business conduct and ethics, insider trading, and anti-hedging policies.