American Superconductor (AMSC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 2, 2024, will be held virtually, allowing shareholders to vote and ask questions online.

• Key proposals include director elections, amendments to stock incentive and director stock plans, officer exculpation, auditor ratification, and a say-on-pay advisory vote.

• Shareholders of record as of June 6, 2024, are eligible to vote; quorum requires a majority of outstanding shares.

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the 2025 annual meeting.

• Proposal to amend the 2022 Stock Incentive Plan to add 3,250,000 shares for issuance.

• Proposal to amend the 2007 Director Stock Plan to add 150,000 shares for issuance.

• Proposal to amend the Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law.

• Ratification of RSM US LLP as independent auditor for the current fiscal year.

• Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board consists of six nominees with diverse backgrounds in business, government, military, and finance.

• Five of six directors are independent under Nasdaq rules; board diversity and qualifications are emphasized.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Lead Director role is held by Mr. House; board met nine times in fiscal 2023 with high attendance.