Ses Ai Corp

1. 1

   Election of Class I Directors

   ManagementBoard: FOR

   Elect Dr. Jiong Ma and Eric Luo to serve as Class I directors for three-year terms expiring at the 2029 Annual Meeting of Stockholders.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

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

3. 3

   Non-Binding Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to SES AI’s named executive officers for fiscal 2025 as disclosed in the proxy statement.

   More detail

   Proposal 3 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to SES AI’s named executive officers as disclosed under Item 402 of Regulation S-K. The vote covers the compensation tables and related narrative disclosures for fiscal 2025. The advisory vote does not legally bind the Board, but the Board states that it will carefully consider the outcome. SES AI is asking for approval in the context of a compensation philosophy focused on attracting, retaining, motivating and rewarding qualified executives. The program also seeks to align executive incentives with stockholder interests through equity compensation and performance-based opportunities. The filing highlights that CEO total reported compensation declined approximately 53% in 2025, from $4.1 million to $1.9 million. No annual incentive plan payouts were made for 2025 despite the Compensation Committee’s determination that approximately 72% of performance targets were achieved, because cash preservation was prioritized. Equity awards remain linked to retention and, for certain performance awards, substantial stock-price appreciation thresholds. The Board unanimously recommends a vote FOR the proposal, while acknowledging that the final decision is advisory rather than binding.

4. 4

   Authorization to Effect a Reverse Stock Split at the Board’s Discretion

   ManagementBoard: FOR

   Approve an amendment to the certificate of incorporation authorizing the Board, without further stockholder approval, to effect a 5:1 to 20:1 reverse split of the Class A and proportionately the Class B common stock, with the exact ratio selected by the Board and authority to abandon the amendment before filing.

   More detail

   Proposal 4 asks stockholders to amend the certificate of incorporation to authorize a reverse stock split within a ratio range of 5:1 to 20:1. The Board, rather than stockholders, would select the precise whole-number ratio and decide when to implement it. The Board would also retain authority to abandon the amendment before filing it, preserving discretion if market conditions improve. The split would reduce Class A shares and proportionately reduce Class B shares, while preserving the relative voting power of the Class B stock. Authorized Class A and Class B shares would also be reduced proportionately, but the par value would remain unchanged. Management is principally seeking this authority because SES AI is not currently compliant with the NYSE’s $1.00 minimum average closing-price requirement and has until January 17, 2027 to regain compliance. The filing argues that a higher share price could preserve NYSE listing, improve liquidity, broaden institutional investor access, facilitate financing and acquisition activity, and strengthen credibility with customers and strategic partners. The proposal carries material risks, including that the stock price may not rise proportionately, liquidity may decline, odd-lot trading may become more difficult, and market capitalization could fall. Failure to approve could leave the Company without a reverse-split tool and expose its Class A stock to possible NYSE delisting and OTC trading. The Board unanimously recommends a vote FOR because it views the authorization as a flexible defensive and capital-markets measure, while emphasizing that implementation would occur only if considered necessary and in stockholders’ best interests.

5. 5

   Amendment to Provide Exculpatory Protection for Certain Officers

   ManagementBoard: FOR

   Approve an amendment to the certificate of incorporation extending monetary-liability protection to specified officers for certain direct stockholder claims involving breaches of the duty of care, to the fullest extent permitted by Delaware law.

   More detail

   Proposal 5 asks stockholders to amend SES AI’s certificate of incorporation to extend exculpation protection to certain officers to the fullest extent permitted by Delaware law. The amendment follows Delaware’s 2022 statutory expansion of Section 102(b)(7), which permits corporations to limit monetary liability for specified officers in certain circumstances. The covered officers would include senior positions such as the CEO, CFO, Chief Legal Officer, Controller and Treasurer, certain highly compensated executive officers, and officers who consent to service-of-process designation. The protection would apply only to direct claims by stockholders, including class actions, involving breaches of the duty of care. It would not protect officers from derivative claims brought on behalf of the Company or claims brought directly by the Company. It would also exclude breaches of loyalty, bad-faith conduct, intentional misconduct, knowing violations of law and transactions involving improper personal benefits. Management argues that the protection would make it easier to attract and retain qualified officers who might otherwise be deterred by personal liability and litigation expense. The Board characterizes the amendment as a balance between encouraging business judgment and preserving accountability for serious misconduct. Certain officers, including the CEO and Chairman, have an interest in the proposal because they would potentially receive the protection, and the amendment requires a two-thirds vote of outstanding voting power. The Board unanimously recommends a vote FOR and may abandon the amendment before it becomes effective even if stockholders approve it.

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When is the Ses Ai Corp 2026 annual meeting?

Ses Ai Corp (SES) holds its 2026 annual shareholder meeting on Thursday, December 10, 2026.

What is the record date for the Ses Ai Corp 2026 meeting?

The record date for the Ses Ai Corp 2026 meeting is Tuesday, October 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ses Ai Corp's 2026 meeting?

The board is presenting 2 director nominees at the Ses Ai Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ses Ai Corp 2026 meeting?

Shareholders will vote on 5 proposals at the Ses Ai Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.