Ess Tech (GWH) Proxy Filing summary

Executive summary

• Special meeting scheduled for August 23, 2024, to vote on a reverse stock split and reduction of authorized shares.

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

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

• The board unanimously recommends voting in favor of the proposal.

• If approved, the board may implement or abandon the split at its discretion within one year.

Voting matters and shareholder proposals

• Only one proposal is up for vote: the reverse stock split and authorized share reduction.

• Stockholders of record as of July 25, 2024, are eligible to vote.

• The board recommends a vote "FOR" the proposal.

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

• Procedures for submitting proposals or director nominations for the 2025 annual meeting are outlined.

Board of directors and corporate governance

• The board retains discretion to implement or abandon the reverse stock split and share reduction.

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

• Voting proxies are solicited by the board, with costs borne by the company.