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 of authorized shares.

• The board recommends approval to maintain NYSE listing after receiving a non-compliance notice due to low share price.

• The reverse stock split would combine shares at a ratio of 1-for-8 up to 1-for-25, reducing authorized common shares from 2 billion to 1 billion.

• The board retains discretion to implement or abandon the split and share reduction within one year of the meeting.

• The proposal aims to increase share price, improve liquidity, and attract a broader investor base.

Voting matters and shareholder proposals

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

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

Board of directors and corporate governance

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

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

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