Energous (WATT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2025, to enhance accessibility and reduce environmental impact.

• Seven proposals are up for shareholder vote, including director elections, auditor ratification, executive compensation, equity plan amendment, reverse stock split, and potential adjournment.

• The Board recommends voting in favor of all proposals, with a two-year frequency for future say-on-pay votes.

Voting matters and shareholder proposals

• Shareholders will vote to elect four directors, ratify BPM LLP as auditor, approve executive compensation, set say-on-pay frequency, increase the equity plan share reserve, authorize a reverse stock split, and allow adjournment if needed.

• The Board recommends voting for all director nominees and all proposals, with a two-year frequency for say-on-pay votes.

• No other business is expected, but proxies may be voted on any new matters at the meeting.

Board of directors and corporate governance

• The Board consists of four members, with three independent directors and one executive director.

• Board committees include Audit, Compensation, and Corporate Governance/Nominating, all composed of independent directors.

• The Board has a separate Chair and CEO, and an Office of the Chair for strategic oversight.

• Director nominations consider diverse skills and backgrounds, but there is no formal diversity policy.

• Non-employee directors receive cash and equity compensation, with annual and committee-specific retainers.