Shoals Technologies Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five director nominees named in the proxy statement to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.

2. 2

   Advisory Vote to Approve Executive 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 (CD&A, compensation tables and narrative).

   More detail

   This management proposal asks shareholders to cast a non‑binding, advisory vote approving the Company’s executive compensation disclosures and philosophy as presented in the proxy (the CD&A, executive compensation tables, and narrative). Management seeks this advisory endorsement to confirm shareholder support for its pay‑for‑performance approach, which emphasizes a significant portion of at‑risk pay, a mix of RSUs and PSUs, and metrics tied to Adjusted EBITDA, Adjusted Free Cash Flow, revenue growth, and adjusted diluted EPS with a TSR modifier. The Board emphasizes that compensation changes in 2025 (shorter AIP measurement periods and transitional PSU design) responded to industry volatility and shareholder feedback, and that in 2026 the Company returned to a full‑year AIP period and intends to revert to longer PSU cycles when appropriate. The proxy discusses prior shareholder engagement and a 61% Say‑on‑Pay support in 2025, which the Compensation Committee used to refine plan design and disclosure. Management argues the program promotes retention, aligns executives with long‑term value creation, includes governance safeguards (independent consultant, clawback policy, no hedging/pledging, double‑trigger CIC vesting), and that realized payouts have been materially below targets for PSUs, demonstrating pay‑for‑performance. The Board’s recommendation to vote FOR is therefore presented as consistent with aligning executive incentives and shareholder interests while responding to investor feedback and preserving flexibility amid market uncertainty. Because the vote is advisory, it will not change compensation contracts by itself, but the Board will consider the result in future compensation decisions and plan design. The proposal should be evaluated in the context of the Company’s recent operational rebound, disclosed incentive metrics and outcomes, shareholder outreach history, and the Compensation Committee’s stated commitment to return to multi‑year PSU cycles when conditions permit.

3. 3

   Ratification of Selection of Independent Registered Public Accounting Firm (Ernst & Young LLP

   ManagementBoard: FOR

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

4. 4

   Transaction of Other Business

   Management

   Transact any other business that may properly come before the meeting or any adjournment or postponement thereof.

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When is the Shoals Technologies Group Inc 2026 annual meeting?

Shoals Technologies Group Inc (SHLS) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.

What is the record date for the Shoals Technologies Group Inc 2026 meeting?

The record date for the Shoals Technologies Group Inc 2026 meeting is Tuesday, March 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Shoals Technologies Group Inc's 2026 meeting?

The board is presenting 5 director nominees at the Shoals Technologies Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Shoals Technologies Group Inc 2026 meeting?

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