Ameresco (AMRC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2025, and will be held virtually, allowing shareholders to vote and participate online.

• Shareholders of record as of April 10, 2025, are eligible to vote on key proposals, including director elections, auditor ratification, and a charter amendment.

• The board recommends voting in favor of all proposals, emphasizing the importance of shareholder engagement and electronic delivery to reduce environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class III directors for three-year terms, ratify RSM US LLP as the independent auditor for 2025, and approve an amendment to the certificate of incorporation for officer exculpation under new Delaware law.

• The board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 annual meeting by December 25, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; eight members currently serve.

• Recent board refreshment includes appointments in 2021 and 2023, with a focus on diverse skills and backgrounds.

• A majority of directors are independent, and the board has established a lead independent director role.

• The board operates with audit, compensation, and nominating/governance committees, all composed of independent directors.

• Directors are subject to stock ownership guidelines and a code of business conduct and ethics.