Zeo Energy (ZEO) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 7, 2026, to be held virtually, with record date set for June 30, 2026.

• Key proposals include director elections, approval of potential stock issuance under Nasdaq rules, auditor ratification, and adjournment authority.

• Proxy materials include the notice, proxy statement, proxy card, and 2025 annual report.

• Forward-looking statements highlight risks and uncertainties affecting future operations and capital raising.

Voting matters and shareholder proposals

• Election of five directors for terms expiring at the 2027 annual meeting.

• Approval sought for potential issuance of Class A Common Stock exceeding 20% of outstanding shares under a Note Purchase Agreement with White Lion Capital LLC.

• Ratification of Tanner LLC as independent auditor for fiscal year 2026.

• 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, each with independent directors; audit committee chaired by Dr. Abigail M. Allen.

• No standing nominating committee; independent directors recommend nominees.

• Insider trading policy and code of ethics in place for directors, officers, and employees.

• Board and committees met regularly in 2025, with high attendance.