Nuvve (NVVE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 22, 2025, via virtual webcast, with shareholders able to vote and submit questions online.

• Four main proposals will be voted on: election of Class A directors, amendment to the equity incentive plan, approval of share issuance under convertible notes and warrants, and ratification of the external auditor.

• The record date for voting eligibility is June 25, 2025, with 10,613,022 shares outstanding as of that date.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class A directors (Jon M. Montgomery and Laura Huang) for a three-year term.

• Proposal 2: Amendment to the 2020 Equity Incentive Plan to increase available shares for awards by 14,944,592.

• Proposal 3: Approval for issuance of shares under senior secured convertible notes and related warrants, potentially exceeding the 19.99% share cap per Nasdaq rules.

• Proposal 4: Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2025.

• Shareholder proposals and nominations require advance notice as per bylaws.

Board of directors and corporate governance

• The board is divided into three classes with staggered three-year terms; current size is seven members.

• Majority of directors are independent per Nasdaq rules; board committees include audit, compensation, and nominating/governance.

• The chairperson is a non-management director, and independent directors meet in executive session.

• Directors and officers are indemnified to the fullest extent permitted by Delaware law.