American Superconductor (AMSC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 2, 2024, will be held virtually, allowing electronic voting and Q&A for shareholders.

• 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 entitled to vote; 36,998,193 shares outstanding.

Voting matters and shareholder proposals

• Election of six directors for terms expiring at the 2025 annual meeting.

• Proposal to add 3,250,000 shares to the 2022 Stock Incentive Plan and 150,000 shares to the 2007 Director Stock Plan.

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

• Ratification of RSM US LLP as independent auditor for fiscal 2024.

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

• Shareholder proposals for the 2025 meeting must be received by specified deadlines.

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; board leadership structure includes a Lead Director.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board met nine times in fiscal 2023; high attendance and engagement.