American Battery Technology Company (ABAT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 13, 2024, and will be held virtually, with shareholders voting on seven key proposals, including director elections, auditor ratification, executive compensation, and amendments to the articles of incorporation.

• Shareholders of record as of September 17, 2024, are eligible to vote, with 71,972,166 shares of common stock and five shares of Series D Preferred Stock outstanding and eligible to vote.

• The board recommends voting in favor of all proposals, including a triennial frequency for say-on-pay votes and the adoption of a new Employee Stock Purchase Plan (ESPP).

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying KPMG LLP as auditor, advisory votes on executive compensation and its frequency, approving the 2024 ESPP, amending articles to increase authorized shares, and potential adjournment.

• The board recommends voting FOR all proposals and for a three-year frequency on say-on-pay votes.

• The amendment to increase authorized shares from 80,000,000 to 250,000,000 is intended to provide flexibility for future financings, acquisitions, and stock-based compensation.

• The ESPP will allow employees to purchase up to 3,000,000 shares, aligning employee and shareholder interests.

Board of directors and corporate governance

• The board consists of five directors, with four deemed independent under Nasdaq rules; the roles of Chairman and CEO are separated.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, each with defined charters and regular meetings.

• The board emphasizes diversity in skills, experience, and background, and provides a diversity matrix in line with Nasdaq requirements.

• Directors are elected annually, and the board held six meetings in the last fiscal year.