Dragonfly Energy (DFLI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on October 15, 2025, with shareholders able to vote online or by proxy on several key proposals.

• Proposals include electing two directors, authorizing a reverse stock split, increasing authorized shares, amending the equity plan, adjusting voting standards, potential adjournment, and ratifying the auditor.

• The Board unanimously recommends voting in favor of all proposals, emphasizing their importance for compliance, flexibility, and corporate governance.

Voting matters and shareholder proposals

• Election of two directors to serve until 2028.

• Authorization for a reverse stock split at a ratio between 1:2 and 1:50 to maintain Nasdaq listing.

• Amendment to increase authorized common stock to 400,000,000 shares if a reverse split reduces authorized shares.

• Amendment to the 2022 Equity Incentive Plan to add 9,000,000 shares for issuance.

• Amendment to adjust voting requirements for future changes to authorized shares.

• Proposal to adjourn the meeting if insufficient votes are present for key proposals.

• Ratification of CBIZ CPAs P.C. as the independent auditor for 2025.

Board of directors and corporate governance

• Board consists of four directors in three staggered classes; two are up for election.

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

• Board leadership combines CEO and Chairman roles, with a Lead Independent Director appointed.

• Board and committees met regularly, with high attendance.