Spruce Power Holding Corp

This advisory "say-on-pay" proposal asks stockholders to approve the total compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management seeks this non-binding approval to validate its compensation policies and demonstrate alignment between executive pay and shareholder interests, and the Compensation Committee intends to use stockholder feedback in future pay decisions. In 2025 the company emphasized equity-linked long-term incentives (RSUs with multi-year vesting) and annual cash incentives tied to specific corporate and departmental performance metrics. The Compensation Committee retained an independent consultant, considered market data and stakeholder feedback (including outreach to major investors) in setting pay, and maintains anti-hedging and anti-pledging policies and double-trigger change-in-control protections. Approval would signal shareholder support for current pay structure, which management argues rewards short-term execution while aligning with long-term value creation. A significant vote against the proposal would trigger further engagement and potential changes to compensation design. Because the vote is non-binding, the Board retains discretion but has committed to consider the outcome and shareholder feedback when setting future compensation. Investors should evaluate both the disclosed pay amounts and the detailed performance metrics and governance processes described in the proxy to assess whether compensation is appropriately tied to company performance and risk.

This management proposal seeks shareholder approval to convert the company’s state of incorporation from Delaware to Texas via a statutory Plan of Conversion. Management argues the change aligns the company’s legal domicile with its operational headquarters in Houston, potentially reducing administrative friction and modest Delaware franchise tax costs while placing governance under Texas statutory provisions the Board views as more business-friendly. The Board cites Texas’s codification of the business-judgment rule, recent TBOC amendments, and the creation of a Texas Business Court as providing clearer statutory standards that the Board believes can reduce opportunistic litigation and increase predictability for directors and officers. The filing notes potential transaction costs and acknowledges Texas lacks the deep body of Delaware case law, which could create initial legal uncertainty for issues of first impression. The proxy emphasizes no operational or contractual changes to business, assets, or stock trading are expected, and that each outstanding share will convert one-for-one into Texas corporation shares without shareholder action beyond the vote. The Board also discloses that certain significant shareholders (e.g., Steel Partners) and new director nominees have Texas ties and that redomiciliation removes Delaware’s Section 203 protections while the proposed Texas charter elects out of Texas’s Subchapter M moratorium on affiliated business combinations. The Board recommends the redomiciliation as consistent with the company’s strategic alignment and cost considerations but warns of litigation risk and the smaller Texas case law base; it conditions certain charter provisions (e.g., Protective Provisions) on separate shareholder approvals. Investors should weigh the governance trade-offs — statutory clarity and perceived litigation deterrence versus loss of Delaware precedent and potential changes to shareholder rights — when assessing the merits of the conversion.

This proposal asks shareholders to approve a set of transfer and ownership restrictions (the "Protective Provisions") in the proposed Texas charter intended to reduce the risk of a Section 382 ownership change that could materially limit the Company's ability to use approximately $568.7 million of net operating losses and other tax attributes. The provisions generally block transfers that would cause a person or group to become a 4.9%-or-higher shareholder (with constructive-ownership rules applied) or increase an existing 4.9%-holder’s percentage, while allowing certain exceptions (e.g., transfers to public groups) and permitting the Board to grant waivers where appropriate. If a prohibited transfer is attempted, the purported transferee would not be recognized as owner, would be required to transfer excess shares to an agent for sale, and the net proceeds (after costs) would be returned to the purchaser up to purchase cost with any residual donated to charity. The Board emphasizes the measure is intended to preserve future tax benefits for the company and shareholders, and may be rescinded or modified by the Board under limited circumstances (including changes in law). However, the proxy warns the Protective Provisions are not an absolute guarantee — courts could find provisions unenforceable as applied to particular holders, and waivers or Board actions could still result in an ownership change; market liquidity could be affected and some buyers might avoid stock with restrictive legends. The provisions expire by default after three years or earlier if the Board determines they are no longer necessary, so this is a time-limited protective approach rather than permanent entrenchment. Shareholders should balance the potential preservation of significant tax assets against the potential negative effects on trading liquidity, price discovery, and perceived anti-takeover impact when evaluating this proposal.

This proposal asks shareholders to permit the proxies to adjourn the Annual Meeting to another time or place if the Board deems it necessary, including to solicit additional votes for key proposals or to secure a quorum. Management views the measure as a standard procedural safeguard that allows the company to continue solicitation efforts if there are insufficient votes to approve material items such as redomiciliation or Protective Provisions, or if logistical issues prevent completion of the meeting. If approved, the Board could adjourn rather than proceed to immediate votes on items that lack sufficient support, providing additional time to engage with dissenting holders and attempt to obtain approval. Opponents may view adjournment authority as a tool to delay shareholder decisions or to seek to overturn expressed shareholder opposition through further solicitation. The proposal is narrowly focused on procedural flexibility and is commonly requested by boards to avoid wasting the meeting date and to maximize the chance of achieving the required vote thresholds for other proposals. Stockholders should evaluate this proposal in light of their views on whether additional solicitation is appropriate and whether management should be allowed more time to canvass holders after initial voting results are known.