Xos (XOS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 23, 2026, with six key proposals up for shareholder vote, including director elections, auditor ratification, equity plan amendment, executive compensation, voting frequency, and a significant share issuance related to a convertible note.

• Shareholders can vote online, by phone, or by mail, and may attend and participate in the virtual meeting using a unique control number.

• The proxy materials, including the annual report and proxy statement, are primarily distributed electronically to enhance efficiency and sustainability.

Voting matters and shareholder proposals

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

• Ratification of Grant Thornton LLP as independent auditors for fiscal year 2026.

• Approval of the 2026 Amendment to the 2021 Equity Incentive Plan, increasing shares reserved for equity awards.

• Advisory vote on 2025 executive compensation and recommendation for annual say-on-pay votes.

• Approval of potential issuance of 20% or more of outstanding common stock at below Nasdaq Minimum Price in connection with a convertible note, and any related change of control.

• Shareholder proposals for the 2027 meeting must be submitted between February 23, 2027 and March 25, 2027.

Board of directors and corporate governance

• The board consists of nine members, with a majority classified as independent under Nasdaq rules.

• Board leadership combines CEO and Chair roles, with a lead independent director to reinforce board independence.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and independent membership.

• Directors are encouraged to attend annual meetings, and the board values diversity in skills and backgrounds.