Momentus (MNTS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 19, 2025, to be held virtually; record date is April [•], 2025.

• Six key proposals up for shareholder vote, including director elections, auditor ratification, and several capital structure changes.

• Board recommends voting FOR all proposals.

• Company qualifies as a "smaller reporting company" with reduced disclosure obligations.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms: Brian Kabot, Mitchel B. Kugler, and Kimberly A. Reed.

• Ratification of Frank, Rimerman + Co. LLP as independent auditor for fiscal year 2025.

• Approval sought for repricing of certain existing warrants, issuance of shares for inducement warrants, convertible notes, and conversion of preferred stock.

• Shareholder proposals and director nominations for 2026 must comply with specific advance notice and content requirements.

Board of directors and corporate governance

• Board consists of three classes with staggered three-year terms; majority are independent under Nasdaq rules.

• Board diversity in skills and experience is emphasized; regular succession planning in place.

• Stock ownership guidelines require significant equity holdings by directors and executives.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Security, and Disclosure Committees.

• Security Director role established for compliance with national security requirements.