Xos (XOS) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 24, 2025, with voting on three key proposals: election of two Class I directors, ratification of Grant Thornton LLP as independent auditors, and approval of an amendment to the 2021 Equity Incentive Plan to increase the share reserve by 3.1 million shares.

• The board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation via internet, phone, or mail.

• Proxy materials are primarily distributed electronically to enhance efficiency and sustainability, with paper copies available upon request.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of Ed Rapp and Michael Richardson as Class I directors for three-year terms, (2) ratification of Grant Thornton LLP as independent auditors for 2025, and (3) approval of the 2025 Amendment to the 2021 Equity Incentive Plan.

• The board has set April 25, 2025, as the record date for voting eligibility.

• Shareholder proposals for the 2026 meeting must be submitted by January 10, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board consists of eight members post-meeting, with a majority classified as independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• The board is chaired by the CEO, with a lead independent director to reinforce board independence.

• Directors are encouraged to attend the annual meeting, and all but two attended at least 75% of meetings in 2024.

• Director compensation includes annual cash retainers and equity awards, with options to receive retainers as RSUs.