Dragonfly Energy (DFLI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on November 12, 2024, to elect directors, approve a reverse stock split, potentially adjourn the meeting if needed, and ratify the appointment of the external auditor.

• Shareholders of record as of October 7, 2024, are eligible to vote on these matters.

• The Board recommends voting in favor of all proposals and has provided multiple methods for voting, including online, phone, and mail.

Voting matters and shareholder proposals

• Election of two directors to serve until the 2027 annual meeting.

• Authorization for the Board to effect a reverse stock split at a ratio between 1:5 and 1:20 within one year.

• Approval to adjourn the meeting if insufficient votes are present for the reverse stock split.

• Ratification of Marcum LLP as the independent registered public accounting firm for 2024.

Board of directors and corporate governance

• The Board consists of three classes with staggered terms; seven directors in total.

• Two Class B directors (Brian Nelson and Jonathan Bellows) are up for re-election.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent members.

• The Board intends to meet Nasdaq diversity requirements by 2026.