Xos (XOS) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 23, 2026, to be held virtually for shareholder participation.

• Shareholders are encouraged to review proxy materials and vote by June 22, 2026.

Voting matters and shareholder proposals

• Election of three Class II directors for three-year terms ending at the 2029 annual meeting.

• Ratification of Grant Thornton LLP as independent auditors for fiscal year ending December 31, 2026.

• Approval of the 2026 Amendment to the Amended and Restated 2021 Equity Incentive Plan.

• Advisory vote on 2025 executive compensation and recommendation on frequency of future say-on-pay votes.

• Approval for potential issuance of 20% or more of outstanding common stock below Nasdaq Minimum Price in connection with Convertible Promissory Note.

Board of directors and corporate governance

• Nominees for director election: George N. Mattson, Giordano Sordoni, and Alice Yake.