Tecogen (TGEN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 10, 2025, with both in-person and virtual participation options for shareholders.

• Shareholders will vote on electing seven directors and ratifying the appointment of Wolf & Company, P.C. as the independent auditor.

• Proxy materials, including the annual report and voting instructions, are available online and by mail.

Voting matters and shareholder proposals

• Proposal 1: Election of seven directors to serve until the next annual meeting.

• Proposal 2: Ratification of Wolf & Company, P.C. as the independent registered public accounting firm for 2025.

• Board recommends voting FOR all director nominees and FOR the auditor ratification.

• Shareholders can submit proposals for the 2026 meeting by December 29, 2025, following SEC and by-law requirements.

Board of directors and corporate governance

• The board consists of seven members, with separate roles for CEO and Chairperson.

• Three standing committees: Audit, Compensation, and Nominating & Governance, all with independent members.

• Directors are elected annually and can only be removed for cause by a two-thirds stockholder vote.

• Board and committees meet regularly, with independent directors holding executive sessions.

• Code of conduct, ethics, and insider trading policies are in place and available on the company website.