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 potential adjournment.

• Proxy materials include the notice, proxy statement, and 2024 annual report, distributed starting June 23, 2025.

• Forward-looking statements address future operations, strategy, and risks, with caution regarding reliance on such statements.

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, in line with Nasdaq Rule 5635, related to recent asset acquisition and financing.

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

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

• Board recommends voting in favor of 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 and meet independence requirements.

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

• No nominating committee; independent directors handle nominations.

• Code of ethics and insider trading policy in place for directors, officers, and employees.