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.

• Proposals include electing one Class I director, ratifying KPMG LLP as auditor, and approving share issuance under a standby equity purchase agreement.

• Board recommends voting in favor of all proposals.

• Proxy materials and annual report are available online; shareholders are encouraged to vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Election of Rich Hossfeld as Class I director for a term ending 2028.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2025.

• Approval to issue 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.

• Shareholder proposals for the 2026 meeting must be submitted by May 25, 2026.

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 composed 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 in 2024, with high attendance.

• Board diversity and qualifications are considered in director nominations.