Nextpower Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four nominees (Mark Menezes, Daniel Shugar, William Watkins, Howard Wenger) to serve as Class I directors until the 2029 annual meeting.

2. 2

   Ratification of the Selection of the Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Deloitte & Touche LLP as Nextpower’s independent registered public accounting firm for fiscal year ending March 31, 2027.

3. 3

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

   ManagementBoard: FOR

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

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the compensation of Nextpower’s named executive officers as disclosed in the proxy statement. Management frames the compensation program as pay-for-performance with heavy emphasis on at-risk compensation tied to rigorous short- and long-term performance metrics (e.g., revenue, adjusted operating income, adjusted EBITDA, adjusted free cash flow, strategic milestones and relative TSR) and a focus on retention via multi-year equity awards. The board seeks shareholder approval to validate its compensation philosophy and to use the stockholder feedback to guide future decisions; historical say-on-pay support was high (80.34% in 2025). The vote is advisory only but the C&P Committee will consider results in future compensation determinations. The Board recommends a vote FOR, citing alignment with stockholder interests and governance practices (clawback policy, capped payouts, stock ownership guidelines, use of independent consultant).

4. 4

   Amendments to the Second Amended and Restated Certificate of Incorporation (Class B Removal Amendment

   ManagementBoard: FOR

   Approve amendments to eliminate legacy Class B common stock and other outdated provisions, rename Class A common stock to Common Stock, and make conforming changes to reduce authorized shares accordingly.

   More detail

   This management proposal seeks shareholder approval to amend the company’s certificate of incorporation to eliminate legacy Class B common stock and related provisions that remain in the charter despite Class B shares having been fully converted and no longer outstanding since 2025. Management argues the amendment simplifies the charter, removes confusing and outdated references to a dual-class structure (including director designation rights and ratio maintenance between Class A and LLC Common Units), and renames Class A common stock to 'Common Stock' with related conforming changes reducing authorized shares. The board recommends approval, asserting no substantive economic rights of Class A would change and that the amendment enhances transparency and avoids market confusion. The proposal requires a supermajority (66 2/3% of outstanding voting power) to pass. Given the historical conversions and the board's rationale, the proposal is primarily administrative but carries structural legal effects on charter text and authorized share counts; investors should consider voting risk if concerned about any residual charter protections or governance provisions tied to the legacy class.

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When is the Nextpower Inc 2026 annual meeting?

Nextpower Inc (NXT) holds its 2026 annual shareholder meeting on Tuesday, August 18, 2026.

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

The board is presenting 4 director nominees at the Nextpower Inc 2026 meeting, listed with their independence status and background.

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

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