Advent Technologies (ADN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for October 22, 2025, and will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders of record as of September 19, 2025, are entitled to vote on all proposals, with 3,291,634 shares outstanding as of the record date.

• The board recommends voting in favor of all proposals, including director elections, auditor ratification, stock issuance, incentive plan amendment, executive compensation, and meeting adjournment if necessary.

• Forward-looking statements are included, highlighting risks and uncertainties regarding future performance and plans.

Voting matters and shareholder proposals

• Seven proposals are up for vote: election of three Class II directors, ratification of M&K CPAS as auditor, approval of potential issuance of 20%+ of common stock to Hudson Global, amendment to the 2021 Incentive Plan, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and transaction of other business.

• The board recommends a three-year frequency for future say-on-pay votes.

• Shareholders can vote by internet, phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• The board consists of six members divided into three classes with staggered terms; four are independent under Nasdaq rules.

• Board committees include audit, compensation, and nominating/governance, each with defined responsibilities and independent members.

• The board has adopted corporate governance guidelines and a code of business conduct and ethics, available on the company website.

• Directors are encouraged to attend the annual meeting, and shareholders can communicate directly with the board.