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.

• Proxy materials are primarily distributed electronically to enhance efficiency and sustainability, with paper copies available upon request.

• Shareholders of record as of April 24, 2026, are eligible to vote, with multiple voting methods available, including online, phone, and mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors for three-year terms, ratifying Grant Thornton LLP as independent auditors, approving an amendment to the 2021 Equity Incentive Plan, a non-binding say-on-pay vote, the frequency of future say-on-pay votes, and approval for a potential issuance of 20% or more of outstanding stock at below Nasdaq Minimum Price.

• The board recommends voting for all director nominees, for auditor ratification, for the equity plan amendment, for the say-on-pay proposal, for annual say-on-pay votes, and for the share issuance proposal.

• 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 committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• The board is chaired by the CEO, with a lead independent director to reinforce board independence.

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