Xos (XOS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 24, 2025, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by June 23, 2025.

Voting matters and shareholder proposals

• Election of two Class I directors, Ed Rapp and Michael Richardson, for three-year terms ending in 2028.

• Ratification of Grant Thornton LLP as independent auditors for the fiscal year ending December 31, 2025.

• Approval of the 2025 Amendment to the Amended and Restated 2021 Equity Incentive Plan.

• Proxies have discretionary authority to vote on additional business that may arise.

Board of directors and corporate governance

• Board recommends voting in favor of all proposals, including director nominees and auditor ratification.