Spruce Power (SPRU) Proxy Filing summary

Executive summary

• The 2024 annual meeting will be held virtually on August 12, 2024, with voting and Q&A available online.

• Stockholders will vote on electing two Class A directors, ratifying Deloitte & Touche LLP as auditor, and an advisory say-on-pay vote.

• Proxy materials are distributed primarily online to conserve resources and reduce costs.

• The board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing two Class A directors for three-year terms, ratifying Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation.

• Only stockholders of record as of June 21, 2024, may vote.

• Shareholder proposals for the 2025 meeting must be received by February 24, 2025, for proxy inclusion.

• Universal proxy rules apply for shareholder-nominated directors.

Board of directors and corporate governance

• The board consists of seven members, classified into three classes with staggered terms.

• Five directors are independent under NYSE rules; John P. Miller serves as Lead Director.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• A Cooperation Agreement with Clayton Capital led to the appointment of Clara Nagy McBane as a director and committee member.

• The board encourages diversity in skills, experience, and background.