NuScale Power (SMR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 23, 2025, with voting available online, by phone, or mail for shareholders of record as of March 24, 2025.

• Key proposals include director elections, advisory votes on executive compensation and its frequency, an amendment to the Certificate of Incorporation, and auditor ratification.

• Forward-looking statements highlight ongoing commercialization efforts, customer acquisition goals, and risk factors affecting the business.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, approving executive compensation, determining the frequency of future say-on-pay votes, amending the Certificate of Incorporation regarding corporate opportunities, and ratifying Ernst & Young LLP as the independent auditor.

• The Board recommends voting for all proposals, including annual say-on-pay votes and the Certificate amendment to address litigation and clarify fiduciary duties.

Board of directors and corporate governance

• The Board consists of eight nominees with diverse backgrounds in engineering, finance, energy, and governance.

• Majority of directors and all committees are independent per NYSE and SEC standards; independence is reviewed annually.

• Committees include Audit, Compensation, Nominating and Governance, and Executive, each with defined charters and responsibilities.

• Annual self-evaluations are conducted for the Board and committees to ensure effectiveness.

• Directors are elected annually by plurality vote; vacancies are filled by majority Board vote.