Dragonfly Energy (DFLI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on November 12, 2024, with shareholders able to vote online or by proxy.

• Key proposals include electing two directors, authorizing a reverse stock split, potential adjournment if votes are insufficient, and ratifying the external auditor.

• The board recommends voting in favor of all proposals and emphasizes the importance of maintaining Nasdaq listing compliance.

Voting matters and shareholder proposals

• Shareholders will vote on electing two directors for terms expiring in 2027.

• Approval is sought for a reverse stock split at a ratio between 1:5 and 1:20, at the board's discretion within one year.

• Proposal to adjourn the meeting if insufficient votes are received for the reverse split.

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

Board of directors and corporate governance

• The board consists of seven directors in three staggered classes, with two Class B directors up for election.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and independent members.

• The board currently lacks diversity but intends to meet Nasdaq diversity requirements by August 2026.

• Directors are required to attend at least 75% of meetings to receive compensation.