Terrestrial Energy (IMSR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 11, 2026, to elect three Class I directors, ratify the appointment of UHY LLP as independent auditor for 2026, and address any other business.

• Shareholders of record as of April 20, 2026, are eligible to vote, with voting available online, by phone, mail, or during the meeting.

• The Board recommends voting in favor of all director nominees and the auditor ratification.

Voting matters and shareholder proposals

• Three Class I directors are nominated for election to serve until the 2029 annual meeting.

• Ratification of UHY LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, is proposed.

• Shareholders may submit proposals for the 2027 annual meeting by February 11, 2027, and nominations between November 30 and December 30, 2026.

Board of directors and corporate governance

• The Board consists of nine members divided into three classes, with an independent chairperson.

• All directors except two executives are considered independent under Nasdaq rules.

• The Board has Audit, Compensation, and Nominating and Corporate Governance Committees, each composed of independent directors.

• The Board met twice in 2025, with most directors attending at least 75% of meetings.

• The company has a Code of Business Conduct and Ethics and policies for shareholder communications.