Energy Focus Inc

This is a catch‑all, procedural proposal authorizing consideration of any other matters that may properly come before the Annual Meeting or any adjournment/postponement. It does not specify any substantive action or resolution and therefore does not request a discrete shareholder instruction beyond permitting the meeting to address additional business if presented. Management implicitly seeks authority to exercise discretion (or for the named proxy holders to exercise their best judgment) on any such items, which is consistent with the proxy statement language that proxies will be voted in accordance with the holders’ best judgment on matters not specified. From a governance perspective, such open-ended items can arise from procedural motions, ministerial adjournments, or unexpected proposals properly introduced at the meeting, and may include matters that have material implications if substantive proposals are later presented. Because the proposal is intentionally broad, investors should monitor whether any specific subsequent disclosures or supplemental materials describe additional items to be considered and whether management intends to seek binding shareholder approval or only procedural authority. Broker voting rules treat unspecified other matters as non‑routine for many brokers, which could affect the incidence of broker non‑votes if brokers lack discretion to vote without instruction. The Board provides no explicit recommendation on this catch‑all item, and the proxy indicates that persons named in the form of proxy will vote their best judgment on such matters. For activist or engaged investors, the presence of this item underscores the need to ensure timely communication with the company and readiness to instruct brokers when material items are expected to be presented.