Spruce Power (SPRU) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 25, 2026, with voting on key proposals including director elections, executive compensation, auditor ratification, redomiciliation to Texas, transfer restrictions to preserve tax benefits, and potential adjournment if needed.

• The Board recommends voting in favor of all proposals, emphasizing alignment with strategic goals, governance best practices, and preservation of shareholder value.

Voting matters and shareholder proposals

• Shareholders will vote to elect two Class C directors for three-year terms, approve executive compensation on an advisory basis, ratify CohnReznick LLP as auditor, approve redomiciliation from Delaware to Texas, adopt transfer restrictions to protect net operating losses, and authorize adjournment if necessary.

• The Board recommends voting “FOR” all proposals, including the inclusion of transfer restrictions in the Texas Charter.

• Shareholder proposals and nominations for the 2027 meeting must be submitted by specified deadlines and in compliance with bylaws.

Board of directors and corporate governance

• The Board is classified into three classes with staggered terms; nominees for Class C are Jonathan Ledecky and Jack Howard.

• Corporate governance guidelines, code of ethics, and insider trading policies are in place and available to the public.

• All directors except the CEO are independent under NYSE standards; the Board has Audit, Compensation, and Nominating Committees composed solely of independent directors.

• The Board’s leadership structure combines the roles of Chair, CEO, and President, with an independent Lead Director to ensure oversight.