Aeva Technologies (AEVA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 20, 2025, will be held virtually, allowing electronic voting and real-time Q&A for shareholders.

• Key agenda items include election of two Class I directors, ratification of Deloitte & Touche LLP as auditor, and a non-binding advisory vote on executive compensation.

• Shareholders of record as of April 25, 2025, are eligible to vote; multiple voting methods are available, including online, phone, mail, and during the webcast.

Voting matters and shareholder proposals

• Proposals: (1) Elect two Class I directors (Stefan Sommer and Katherine Motlagh) for terms expiring 2028; (2) Ratify Deloitte & Touche LLP as independent auditor for 2025; (3) Approve, on an advisory basis, executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 proxy by December 31, 2025, and other business or nominations by specific deadlines outlined in the bylaws.

Board of directors and corporate governance

• Board consists of seven directors divided into three staggered classes, with annual elections for one class.

• Five directors are independent under Nasdaq and SEC rules; independent directors meet in executive session.

• Board committees: Audit (Motlagh, Simonian, Sommer), Compensation (Eberle, Simonian), Nominating and Corporate Governance (Simonian).

• Board has adopted corporate governance guidelines, a code of ethics, and a clawback policy for executive compensation.

• Succession planning and annual board/committee self-assessments are in place.