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 the auditor, and a say-on-pay advisory vote.

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

• The record date for voting eligibility is June 21, 2024, with 18,557,200 shares outstanding.

Voting matters and shareholder proposals

• Proposals include electing two Class A directors (John P. Miller and Eric Tech), ratifying Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2025 meeting by February 24, 2025, and director nominations by May 14, 2025.

Board of directors and corporate governance

• 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.

• Clara Nagy McBane was appointed under a cooperation agreement with Clayton Capital, with standstill provisions for Clayton.

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

• Board met 11 times in 2023; all directors attended at least 75% of meetings.