FTC Solar (FTCI) Proxy Filing summary

Executive summary

• Special Meeting scheduled for November 8, 2024, to be held virtually for all stockholders.

• Main agenda is to approve a reverse stock split of common stock at a ratio between 1-for-5 and 1-for-25, with the exact ratio to be determined by the Board.

• Adjournment of the meeting may be approved if a quorum is not present or more time is needed for proxy solicitation.

• Board unanimously recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Stockholders will vote on the reverse stock split amendment and potential adjournment of the meeting.

• Approval of the reverse stock split requires a majority of votes cast at the meeting, provided a quorum is present.

• Board recommends voting FOR both the reverse stock split and adjournment proposals.

• Stockholders may submit proposals for the 2025 annual meeting, with specific advance notice and eligibility requirements.

Board of directors and corporate governance

• Board retains discretion to set the reverse split ratio and to abandon the split if deemed not in the best interest of the company.

• Board and executive officers have no substantial interests in the reverse split, except for their share ownership.

• Board may use proxy solicitors if necessary, but currently does not plan to do so.