Ess Tech (GWH) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for August 23, 2024, to vote on a reverse stock split and reduction in authorized shares.

• The board seeks authority to implement a reverse stock split at a ratio between 1-for-8 and 1-for-25 and to reduce authorized common shares from 2 billion to 1 billion.

• The reverse stock split aims to regain compliance with NYSE listing requirements after the average share price fell below $1.00.

• The board unanimously recommends voting in favor of the proposal but retains discretion not to implement it if deemed not in the best interests of the company.

• Forward-looking statements caution that the reverse split may not achieve intended results, such as increased share price or improved liquidity.

Voting matters and shareholder proposals

• The sole proposal is to authorize amendments for a reverse stock split and reduction in authorized shares.

• Stockholders of record as of July 25, 2024, are eligible to vote, with each share entitled to one vote.

• Approval requires more votes cast for than against; broker non-votes and abstentions have no effect.

• Stockholder proposals for the 2025 annual meeting must be received by December 6, 2024, to be considered for inclusion.

Board of directors and corporate governance

• The board of directors has full discretion to select the reverse split ratio and to abandon the proposal at any time before the effective date.

• No director, executive officer, or their associates have a unique interest in the proposal beyond that of all stockholders.