Amprius Technologies (AMPX) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 12, 2025, to be held virtually, with voting available online, by phone, or mail.

• Key items for shareholder vote: election of two Class III directors and ratification of BDO USA, P.C. as independent auditor for 2025.

• Board recommends voting in favor of both proposals.

• Proxy materials and annual report are available online, with printed copies upon request.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class III directors for terms expiring in 2028 and ratifying BDO USA, P.C. as auditor for fiscal 2025.

• Board recommends voting “FOR” both director nominees and auditor ratification.

• Plurality voting applies for director elections; majority required for auditor ratification.

• Shareholders of record as of April 17, 2025, are eligible to vote.

• Procedures for submitting shareholder proposals and director nominations for the 2026 meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

• Board consists of six directors, five of whom are independent; divided into three classes with staggered three-year terms.

• Nominees for election: Donald R. Dixon (Chairman) and Dr. Kang Sun (CEO).

• New director Tom Stepien appointed as President and Class I director effective May 1, 2025.

• Board committees: audit, compensation, and nominating/corporate governance, all with independent members.

• Board leadership structure separates chairperson and CEO roles; regular executive sessions held for non-employee directors.

• Corporate governance guidelines and code of ethics adopted; insider trading and anti-hedging policies in place.