Xos (XOS) Proxy filing summary

Voting matters and shareholder proposals

• Six proposals up for vote include election of three Class II directors, auditor ratification, equity incentive plan amendment, advisory votes on executive compensation and its frequency, and approval of a major convertible note transaction (Proposal 6).

• Board recommends voting FOR all director nominees and proposals, and for a ONE YEAR frequency on the say-on-pay vote.

• Proxy cards remain valid; shareholders can vote online, by phone, by mail, or at the virtual meeting.

Related party transactions

• Third Amended and Restated Convertible Promissory Note with Aljomaih reduces conversion price to $12.00 per share and adds a mandatory conversion feature if stock trades above $16.00 for 20 out of 30 days.

• As of May 11, 2026, Aljomaih may beneficially own 3,738,303 shares, or about 28% of outstanding common stock, including shares acquirable upon note conversion.

• Proposal 6 seeks approval for potential issuance of 20% or more of outstanding shares at below Nasdaq Minimum Price, possibly triggering a change of control.

Shareholder rights and capital structure

• Approval of Proposal 6 would authorize issuance of a significant number of shares to Aljomaih, potentially altering control and capital structure.

• Outstanding principal of $15.5 million on the note is convertible into 1,291,666 shares of common stock.