Evolv Technologies Holdings Inc

1. 1

   Election of Class II Directors — Neil Glat and Richard Shapiro

   ManagementBoard: FOR

   Election of two Class II directors, Neil Glat and Richard Shapiro, to serve until the 2029 Annual Meeting.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks stockholders to cast a non-binding advisory vote approving the compensation of the named executive officers as disclosed in the proxy statement. Management seeks this advisory approval to confirm that its compensation design—centered on a pay-for-performance philosophy with a substantial portion of pay at risk—is aligned with stockholder interests and supports retention and recruitment of the executive team. The Company’s 2025 program combined short-term cash incentives tied to revenue, free cash flow, and adjusted EBITDA with long-term equity awards split between market-based stock units (MSUs) and time-based restricted stock units (RSUs), and the Board has since signaled a transition toward PSUs tied to relative total shareholder return for 2026. The advisory vote is non-binding but is an important governance signal that the Compensation Committee will consider when setting future pay; management emphasizes strong stockholder engagement and cites a 98% say-on-pay support level in 2025 as reinforcement of the program. The Board’s recommendation to vote FOR is supported by the Committee’s view that the compensation framework aligns incentive pay with multi-year stock price performance and cash generation while including governance safeguards such as clawbacks, double-trigger change-in-control protections, and independent compensation advisors. Potential investor concerns include the use of MSUs tied to absolute VWAP price hurdles (which can be sensitive to market volatility) and transition dynamics as the Company refines metrics and peer benchmarking, especially given Evolv’s focus on scaling recurring revenue and cash generation. From a governance and transaction context, the program’s mix of performance- and time-based awards is meant to balance retention and long-term value creation, but the non-binding nature means shareholders must rely on subsequent engagement and disclosures to assess whether pay outcomes match performance. Given recent improvements in ARR, adjusted EBITDA, and free cash flow, the Board frames the recommended vote as endorsing compensation that rewarded achieved progress while preserving alignment with long-term shareholder value creation.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Evolv Technologies Holdings Inc 2026 annual meeting?

Evolv Technologies Holdings Inc (EVLV) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Evolv Technologies Holdings Inc 2026 meeting?

The record date for the Evolv Technologies Holdings Inc 2026 meeting is Friday, April 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Evolv Technologies Holdings Inc's 2026 meeting?

The board is presenting 2 director nominees at the Evolv Technologies Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Evolv Technologies Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Evolv Technologies Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.