Stem (STEM) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 3, 2026, with four main proposals: election of three Class II directors, amendment of the 2024 Equity Incentive Plan, advisory vote on executive compensation, and ratification of a new independent auditor.

• The Board recommends voting FOR all proposals and director nominees.

• The meeting will be accessible online, allowing shareholders to vote and ask questions virtually.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors for three-year terms, increasing shares under the equity plan by 425,000, approving executive compensation on an advisory basis, and ratifying RSM US LLP as the new auditor.

• The Board recommends FOR all proposals.

• No other shareholder proposals or contested matters are on the agenda.

Board of directors and corporate governance

• The Board is classified into three staggered terms; current nominees are Ira Birns, Adam E. Daley, and Anil Tammineedi.

• The Board maintains a majority of independent directors and separates the roles of CEO and Chairman.

• The Nominating Committee emphasizes diversity, SaaS expertise, and public company experience.

• Annual self-assessment and director attendance are prioritized; all directors attended at least 75% of meetings in 2025.