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.

• Shareholders will vote on director elections, a reverse stock split, increasing authorized shares, equity plan amendments, voting standard changes, adjournment, and auditor ratification.

• The Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of two directors to serve until the 2028 annual meeting.

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

• 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.

• Approval 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

• The 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.

• The Board prioritizes professional accomplishment and business knowledge over formal diversity policy.

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