SUNation Energy (SUNE) Proxy Filing summary

Executive summary

• Special Meeting scheduled for November 4, 2024, to vote on redomestication to Delaware, a legal name change, and potential adjournment to solicit more proxies if needed.

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

• Shareholders of record as of September 10, 2024, are eligible to vote; both common and Series C Convertible Preferred Stockholders have specific voting rights.

• Virtual meeting format is used 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 unanimously recommends voting FOR all proposals.

• Series C Convertible Preferred Stockholders may only vote on Proposal 1.

Board of directors and corporate governance

• Board structure will remain unchanged post-redomestication; current directors and officers continue in their roles.

• Delaware bylaws establish a classified board, audit, compensation, and nominating committees.

• Directors can only be removed for cause by majority shareholder vote.

• Board independence and committee charters align with Nasdaq and SEC requirements.