Spruce Power (SPRU) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on July 3, 2026, with voting on key proposals including director elections, executive compensation, auditor ratification, redomiciliation from Delaware to Texas, transfer restrictions to preserve tax benefits, and potential adjournment to solicit additional votes.

• The Board recommends voting in favor of all proposals, emphasizing alignment with strategic goals, operational efficiency, and shareholder value.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class C directors for three-year terms, approve executive compensation on an advisory basis, ratify CohnReznick LLP as auditor, approve redomiciliation to Texas, adopt transfer restrictions to protect net operating losses, and authorize adjournment if needed.

• The Board recommends voting “FOR” all proposals, including the redomiciliation and transfer restrictions.

• Shareholders of record as of May 4, 2026, are eligible to vote, with multiple voting methods available.

Board of directors and corporate governance

• The Board consists of seven members divided into three classes, with staggered three-year terms.

• All directors except the CEO are independent under NYSE standards; three standing committees (Audit, Compensation, Nominating) are composed solely of independent directors.

• The Board has adopted robust governance guidelines, a code of conduct, and an insider trading policy.

• The Board leadership structure combines the roles of Chair and CEO, with an independent Lead Director providing oversight.