Nuvve (NVVE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 9, 2024, via virtual webcast, with a record date of July 15, 2024.

• Five key proposals will be voted on: director elections, say-on-pay, frequency of say-on-pay, auditor ratification, and a reverse stock split.

• The Board recommends voting for all proposals and for a triennial say-on-pay vote.

• The reverse stock split proposal aims to regain compliance with Nasdaq's minimum bid price requirement.

Voting matters and shareholder proposals

• Proposal 1: Election of two Class C directors for a three-year term.

• Proposal 2: Advisory vote on executive compensation (say-on-pay).

• Proposal 3: Advisory vote on frequency of say-on-pay, with Board recommending every three years.

• Proposal 4: Ratification of Deloitte & Touche LLP as independent auditor for 2024.

• Proposal 5: Amendment to Certificate of Incorporation to authorize a reverse stock split (1-for-2 to 1-for-10 ratio).

Board of directors and corporate governance

• The Board consists of six members (one vacancy), divided into three staggered classes.

• Majority of directors are independent per Nasdaq and SEC rules.

• Board committees include audit, compensation, and nominating/governance, each with independent members.

• The company maintains director and officer liability insurance and indemnification agreements.

• Board meetings are held regularly, with high attendance by directors.