Stem (STEM) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2025, and will be held virtually to enhance accessibility and reduce environmental impact.

• Shareholders will vote on seven key proposals, including director elections, equity plan amendments, executive compensation, auditor ratification, a reverse stock split, authorized share reduction, and potential adjournment.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of two Class I directors to serve until 2028.

• Amendment to the 2024 Equity Incentive Plan to add 7.5 million shares and extend the plan term.

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

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Approval of a reverse stock split (10:1 to 20:1) and, if approved, a reduction in authorized shares.

• Approval to adjourn the meeting if more time is needed to solicit proxies.

Board of directors and corporate governance

• The Board is classified into three staggered terms; two Class I directors are up for election.

• All current directors are independent under NYSE rules.

• The Board has separated the roles of CEO and Chairman for independent oversight.

• Committees include Audit, Compensation, and Nominating, each with defined oversight responsibilities.

• The Board conducts annual self-assessments and values diversity in skills, experience, and backgrounds.