Fluence Energy Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of twelve director nominees to hold office until the 2027 annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year ending September 30, 2026.

3. 3

   Approval, on an advisory, non-binding basis, of the compensation of our named executive officers (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

4. 4

   Approval of amendment and restatement of 2021 Incentive Award Plan

   ManagementBoard: FOR

   Approve Amended and Restated 2021 Incentive Award Plan to increase share reserve from 9,500,000 to 16,200,000 shares and related plan changes.

   More detail

   Proposal requests stockholder approval of the Amended and Restated 2021 Incentive Award Plan to increase the share reserve by 6.7 million shares (from 9.5M to 16.2M). Management argues the plan is essential to attract, retain, and motivate employees and service providers and aligns their interests with stockholders, while noting potential dilution but deeming the reserve reasonable after reviewing burn rate, overhang and peer practices. The proposal would extend the plan term and permit grants of ISOs up to the new reserve. The Board recommends FOR, citing market-standard governance features (no discounted options, no repricing without approval, limits on director awards, broad-based eligibility, and no tax gross-ups). The committee determined the requested shares are appropriate given recent and anticipated share usage, historical burn rates (1.16% in 2025), and an overhang of approximately 6.4% after the request. The plan includes standard performance-based vesting and administrator discretion for adjustments in corporate transactions. A sophisticated analyst should note dilution and alignments: the share request represents a meaningful replenishment that will create additional overhang but is within typical ranges for growth-stage companies reliant on equity to recruit talent; investors should evaluate the company’s historical burn, the LTI mix (options/PSUs/RSUs), clawback and anti-hedging policies, and how the Board plans to manage dilution alongside capital allocation. Review of the plan’s full terms (Appendix A) is recommended to assess change-in-control and repricing protections, share recycling rules, and impact on outstanding awards and potential incentive alignment.

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When is the Fluence Energy Inc 2026 annual meeting?

Fluence Energy Inc (FLNC) holds its 2026 annual shareholder meeting on Thursday, March 12, 2026.

What is the record date for the Fluence Energy Inc 2026 meeting?

The record date for the Fluence Energy Inc 2026 meeting is Tuesday, January 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Fluence Energy Inc's 2026 meeting?

The board is presenting 12 director nominees at the Fluence Energy Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Fluence Energy Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Fluence Energy Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.