ECD Automotive Design (ECDA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 17, 2024, to be held virtually, with voting on four key proposals.

• Proposals include amending the equity incentive plan, electing directors, ratifying the auditor, and authorizing adjournment if needed.

• Board recommends voting in favor of all proposals and highlights the importance of shareholder participation.

• Proxy materials and annual report are available online for review by shareholders.

Voting matters and shareholder proposals

• Proposal 1: Increase shares reserved under the 2023 Equity Incentive Plan from 400,000 to 2,500,000.

• Proposal 2: Elect Robert Machinist and Patrick Lavelle as Class I directors until 2027.

• Proposal 3: Ratify Barton CPA PLLC as independent auditor for 2024.

• Proposal 4: Authorize the Chairman to adjourn the meeting if necessary.

• Shareholders may submit proposals for the 2025 annual meeting by August 17, 2024.

Board of directors and corporate governance

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

• Majority of directors are independent, and all committees (audit, compensation, nominating) are composed of independent directors.

• Board responsibilities include oversight, strategic guidance, and risk management.

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

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