Tecogen (TGEN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 5, 2026, with a record date of April 8, 2026, and will address director elections, auditor ratification, executive compensation, and voting frequency on compensation approval.

• Stockholders can vote via Internet, phone, mail, or in person, with detailed instructions provided in the proxy materials.

• Forward-looking statements are included, subject to risks detailed in the annual report and SEC filings.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve until the next annual meeting.

• Ratification of Wolf & Company, P.C. as independent auditor for 2026 is proposed.

• Advisory votes on 2025 executive compensation and on the frequency of future say-on-pay votes (Board recommends every three years).

• Procedures for shareholder proposals and director nominations for the 2027 meeting are outlined, with deadlines and requirements specified.

Board of directors and corporate governance

• The Board consists of seven members, with committee assignments for audit, compensation, and nominating/governance.

• Board leadership separates CEO and Chair roles; independent directors meet regularly, including executive sessions.

• Board and committees oversee risk, cybersecurity, and compliance, with annual self-evaluations and a code of conduct in place.

• All directors except two attended every board meeting in 2025; committee charters are available online.