NuScale Power (SMR) Proxy Filing summary

Executive summary

• The 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 caution about risks from economic, regulatory, and industry factors, with additional details in the 2024 Annual Report.

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 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, energy, finance, 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 board and committee self-evaluations are conducted to improve effectiveness.

• Directors are elected annually by plurality vote; board size set to eight after the meeting.