ECD Automotive Design (ECDA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 2024, to be held virtually, with participation and voting instructions provided for all shareholders.

• Four main proposals: amendment to the 2023 Equity Incentive Plan, election of two Class I directors, ratification of the independent auditor, and authorization for adjournment if necessary.

• Board unanimously recommends voting in favor of all proposals.

• Record date for voting eligibility is the close of business in November 2024, with 36,199,662 shares outstanding.

Voting matters and shareholder proposals

• Proposal 1: Increase shares reserved under the 2023 Equity Incentive Plan from 400,000 to a higher amount.

• Proposal 2: Re-election of Robert Machinist and Patrick Lavelle as Class I directors for a term ending in 2027.

• Proposal 3: Ratification of Barton CPA PLLC as independent auditor for fiscal year 2024.

• Proposal 4: Authorization for the Chairman to adjourn the meeting if needed.

• Shareholders may submit proposals for the 2025 annual meeting by a specified deadline.

Board of directors and corporate governance

• Board consists of five members, divided into three classes with staggered terms.

• Majority of directors are independent, meeting Nasdaq and SEC requirements.

• Three standing committees: audit, compensation, and nominating, each composed solely of independent directors.

• Code of business conduct and ethics and a clawback policy are in place.

• Board diversity considered, though no formal diversity policy exists.