Energy Focus (EFOI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 12, 2025, will be held virtually, allowing shareholders to participate, submit questions, and vote online; only shareholders of record as of April 15, 2025, are eligible to vote.

• Proxy materials are distributed electronically to reduce environmental impact and costs, with multiple voting options available (internet, phone, mail).

• Key proposals include election of seven directors, ratification of the independent auditor, advisory approval of executive compensation, and advisory vote on the frequency of future say-on-pay votes.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying GBQ Partners LLC as auditor for 2025, approving executive compensation on an advisory basis, and determining the frequency of future say-on-pay votes (Board recommends every two years).

• Board recommends voting for all director nominees, for auditor ratification, for executive compensation, and for a two-year frequency for say-on-pay votes.

• Shareholders may submit proposals for the 2026 Annual Meeting by January 12, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Seven nominees for director, all with significant experience in business, finance, governance, and industry, are recommended for election.

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

• Board leadership changes in 2024 included the appointment of a new CEO and Chairman; the Board emphasizes risk oversight and compliance.

• Directors are encouraged, but not required, to attend annual meetings; all but one attended the last meeting.