Ess Tech (GWH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for October 6, 2025, to be held virtually, with voting on key proposals and board elections.

• Shareholders of record as of September 16, 2025, are eligible to vote on the proposals.

• Board recommends voting in favor of all proposals, including director election, auditor ratification, and share issuance.

Voting matters and shareholder proposals

• Election of one Class I director (Rich Hossfeld) for a term ending at the 2028 annual meeting.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• Approval of issuance of shares exceeding 19.99% of outstanding stock, up to $25 million under a standby equity purchase agreement, and up to 129,312 shares upon warrant exercise.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of seven independent directors, divided into three classes with staggered three-year terms.

• Board committees: audit, compensation, and nominating/corporate governance, all comprised of independent directors.

• Board leadership structure separates chairperson and CEO roles; Harry Quarls serves as chair and lead independent director.

• Board and committees held regular meetings, with high attendance except for one director due to scheduling conflicts.

• Board diversity and qualifications considered in director nominations, with a focus on a broad range of perspectives.