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 company emphasizes electronic delivery of proxy materials to reduce environmental impact and improve efficiency.

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 Restated Certificate of Incorporation to reflect new Delaware law on officer exculpation.

• The board recommends voting FOR all proposals.

• Shareholders can 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 per NYSE rules; the lead independent director role is established to balance the dual CEO/Chairman structure.

• The board and its committees meet regularly, with all directors attending at least 75% of meetings in 2024.

• Non-employee directors receive a mix of cash retainers and RSU grants, with updated stock ownership guidelines requiring ownership equal to five times the annual cash retainer.