Zeo Energy (ZEO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 28, 2025, to be held virtually for all stockholders of record as of March 18, 2025.

• Four main proposals: election of directors, approval of share issuance under Nasdaq 20% Rule, auditor ratification, and potential adjournment.

• Proxy materials include the notice, proxy statement, proxy card, and 2024 annual report.

• Forward-looking statements highlight risks and uncertainties, with reference to the latest 10-K and SEC filings.

Voting matters and shareholder proposals

• Election of five directors for terms expiring at the 2026 annual meeting.

• Approval sought for issuance of Class A Common Stock exceeding 20% of outstanding shares or voting power, related to recent asset acquisition and financing.

• Ratification of Grant Thornton LLP as independent auditor for 2025.

• Authorization to adjourn the meeting if insufficient proxies are received.

• Board recommends voting “For” all proposals.

Board of directors and corporate governance

• Board consists of six members, with four deemed independent under Nasdaq rules.

• Audit and compensation committees are established, each with independent directors; no standing nominating committee, but independent directors handle nominations.

• Code of ethics applies to all officers, directors, and employees.