SUNation Energy (SUNE) Proxy Filing summary

Executive summary

• Special Meeting scheduled for October 2024 to vote on redomestication to Delaware, name change, and potential adjournment to solicit more proxies.

• Board recommends approval of all three proposals, citing legal, strategic, and branding benefits.

• Shareholders of record as of September 10, 2024, are eligible to vote; Series C Convertible Preferred holders may vote only on the redomestication.

• Virtual meeting format chosen to maximize shareholder participation.

Voting matters and shareholder proposals

• Proposal 1: Approve redomestication from Minnesota to Delaware, including adoption of new certificate of incorporation and bylaws.

• Proposal 2: Approve legal name change to SUNation Energy, Inc., leveraging established brand equity.

• Proposal 3: Approve adjournment of the meeting if more time is needed to solicit votes.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board and management structure will remain unchanged after redomestication.

• Delaware bylaws establish audit, compensation, and nominating committees with defined responsibilities.

• Board independence and director nomination procedures align with Nasdaq and SEC standards.

• Directors can be removed by majority vote of outstanding shares; vacancies filled by board, not shareholders.