Zeo Energy (ZEO) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 7, 2026, to be held virtually, with voting on four main proposals and other business as may arise.

• Proxy materials include the notice, proxy statement, proxy card, and 2025 annual report, distributed starting July 6, 2026.

• Record date for voting is June 30, 2026; only shareholders of record on that date may vote.

• Voting can be done online, by phone, mail, or during the virtual meeting; each share of Class A and Class V Common Stock has one vote.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

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

• Approval of potential future issuance of Class A Common Stock exceeding 20% of outstanding shares or voting power, per a Note Purchase Agreement with White Lion Capital LLC.

• Ratification of Tanner LLC as independent auditor for fiscal year ending December 31, 2026.

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

• Shareholder proposals for the 2027 meeting must be received between April 11 and May 11, 2027.

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 recommend nominees.

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

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.