Zeo Energy (ZEO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 5, 2025, to be held virtually, with record date set as June 6, 2025.

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

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

• Forward-looking statements caution about risks and uncertainties affecting future operations and financial results.

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 transactions in October and December 2024.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year ending December 31, 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 determined to be independent under Nasdaq rules.

• Board committees include audit and compensation; no standing nominating committee, but independent directors handle nominations.

• Audit committee met seven times, compensation committee met once in 2024.

• Code of ethics and insider trading policy in place; stockholders can communicate with the Board via the General Counsel.