Spruce Power (SPRU) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 24, 2025, with stockholders able to vote and ask questions online.

• Key items for vote include election of three Class B directors, advisory approval of executive compensation, and ratification of a new independent auditor.

• The Board recommends voting in favor of all proposals and has provided detailed instructions for virtual participation and voting.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class B directors for three-year terms, approving executive compensation on an advisory basis, and ratifying CohnReznick LLP as the new independent auditor.

• The Board recommends voting “FOR” all director nominees, executive compensation, and auditor ratification.

• Shareholders of record as of May 13, 2025, are eligible to vote, with one vote per share.

• Proposals require a plurality or majority of votes cast, depending on the item.

• Procedures for submitting future proposals and director nominations are outlined, with deadlines for the 2026 meeting.

Board of directors and corporate governance

• The Board is classified into three classes, with staggered terms; seven members currently serve.

• Nominees for Class B director include Christopher Hayes, Clara Nagy McBane (appointed via a cooperation agreement), and Shawn Kravetz.

• The Board maintains Audit, Compensation, and Nominating Committees, all composed of independent directors.

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

• The Board’s leadership structure includes a combined Chair/CEO and an independent Lead Director.