Wolfspeed (WOLF) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held on December 5, 2024, both virtually and in person, to elect ten directors, ratify the appointment of PricewaterhouseCoopers LLP as independent auditors for fiscal 2025, and hold an advisory vote on executive compensation.

• Shareholders of record as of October 7, 2024, are entitled to vote, with proxy materials primarily distributed via the Internet to expedite access and reduce costs.

• Voting can be conducted online, by phone, mail, or in person, with detailed procedures to ensure authenticity and prevent duplicative voting.

Voting matters and shareholder proposals

• Three main proposals: election of ten directors, ratification of auditors, and advisory vote on executive compensation.

• Directors are elected by plurality; auditor ratification and say-on-pay require a majority of votes cast.

• No cumulative voting for directors; broker non-votes and abstentions do not affect outcomes.

• No other shareholder proposals or director nominations were received for this meeting.

Board of directors and corporate governance

• Ten nominees for the board, including two new candidates, with a focus on diversity, independence, and relevant expertise.

• Board committees include Audit, Compensation, Governance and Nominations, Finance, and Operations, all chaired by independent directors.

• Board leadership structure features a Chair, with flexibility to separate or combine Chair and CEO roles as circumstances require.

• All directors are expected to attend meetings; 100% attendance at the 2023 annual meeting.