Xos Inc

This management proposal asks stockholders to approve a board-adopted amendment to the company’s Amended and Restated 2021 Equity Incentive Plan to add 3,740,000 shares to the plan reserve. Management seeks shareholder approval so the company can register and issue those additional shares under Form S-8 and continue to grant equity awards used for recruiting, retention and long‑term alignment of employees, consultants and non‑employee directors. The filing emphasizes that equity awards are a core element of compensation strategy and that without an increase the company would be limited in its ability to grant awards, potentially impairing competitiveness and retention. The proxy provides plan-level safeguards intended to limit abuse and dilution, including no discounted options, annual director compensation limits, specified corporate-transaction vesting treatments, and administration by an independent committee. The company discloses current plan metrics (remaining shares, outstanding full-value awards, recent burn rate of 31.1% in 2025) to justify the requested amount and says the requested increase plus automatic annual increases should cover anticipated grant needs for the near term. The Board recommends FOR, noting that failure to approve would constrain grant activity and could disadvantage the company in talent markets. The primary stockholder risk is dilution — the company acknowledges this and quantifies outstanding and available shares and describes share-counting mechanics and limits; investors will need to weigh the recruiting/retention benefits versus near‑term dilution and the company’s relatively high recent burn rate. Finally, approval enables timely equity grants and S‑8 registration that management believes are necessary to execute compensation plans and preserve working capital by using equity rather than cash for some grants.

This advisory management proposal asks stockholders to endorse the company’s disclosed 2025 pay program for its named executive officers, including salary, bonus and equity elements. It is non‑binding; however, the Board and Compensation Committee state they will consider the vote’s outcome when setting future compensation. The disclosure shows heavy use of equity (large RSU grants to executives), temporary austerity reductions in base salary for the CEO and COO that were implemented in 2024 and partial restorations contingent on financial improvement, and a performance‑based bonus program tied to operating cash flow, revenue, gross margin and unit deliveries with detailed half‑year targets. The proxy also includes a pay‑versus‑performance reconciliation that indicates adjustments between grant‑date accounting values and compensation actually paid; the company reported negative net income for the period and a high burn rate (31.1% in 2025), which provides context for large equity awards. For investors, the key considerations are whether the program’s mix of deferred equity and performance metrics sufficiently aligns management incentives with recovery and long‑term value creation, and whether the magnitude of equity grants is appropriate given dilution and recent share‑price performance. Given that this is the company’s first say‑on‑pay (no longer an emerging growth company), an affirmative vote signals investor support for management’s overall compensation approach; a negative vote would likely prompt engagement and potential changes to program design, per the Board’s stated process.

This management proposal asks shareholders, on a non‑binding basis, to indicate their preferred frequency for future advisory say‑on‑pay votes — annually, biennially, or triennially — with the Board recommending annual votes. Management’s rationale is that annual votes provide the most timely opportunity for investors to react to the most recent executive‑compensation disclosures and allow the Board to receive regular feedback and adjust programs accordingly. From a governance perspective, annual votes increase accountability and investor engagement but can encourage shorter‑term focus by management; multi‑year votes (two- or three‑year) reduce administrative burden and allow multi‑year pay plans to be implemented without annual re‑examination. Given Xos’s recent volatility, high equity burn rate and ongoing compensation changes (temporary austerity salaries, large RSU grants), the Board’s recommendation for annual voting signals a desire for frequent stockholder input while retaining flexibility to adjust design in response to votes. The vote is advisory only and will not bind the Board, but it is likely to influence compensation committee decisions and investor relations engagement. Investors should weigh the tradeoff between frequent oversight and potential short‑termism when deciding whether to support the Board’s recommendation for a one‑year frequency.

This proposal asks stockholders to pre‑approve the issuance of shares that would exceed the 19.99% Limit and to approve any change‑of‑control consequences that could arise from conversions or interest payments under the company’s convertible promissory note with Aljomaih. Management seeks this approval because Nasdaq Listing Rule 5635 requires shareholder approval before issuing 20% or more of the outstanding shares at a price below the Nasdaq minimum; without approval the company may be forced to pay interest and repay principal in cash rather than in shares, which could strain liquidity. The company recently amended the note (August 2025 Amendments) to extend maturity and converted accrued interest into ~1.8 million shares, and the note contains mechanics that could produce significant additional share issuance if conversion prices are adjusted — management cites scenarios and examples showing the material dilution risk if share prices are low. Board rationale is that authorizing share issuance (and any related change of control) provides flexibility to conserve cash by allowing interest to be paid in shares and to allow conversions of principal rather than cash repayment; the Board argues this is preferable to draining working capital. From a stockholder‑value perspective the tradeoff is clear: approval avoids near‑term cash pressure but could produce material dilution (and create or increase a single investor’s stake), with attendant governance and control risks; the proxy includes numeric examples of potential share issuance at various assumed VWAPs and explains limits previously negotiated (the Limit) and the conditions for Covered Potential Amendments. The Board recommends FOR, but investors should evaluate the likelihood and magnitude of future issuance given current share price, note terms (including conversion mechanics, cap/Limit, and potential reductions of conversion price), the company’s liquidity needs, and whether alternative financing options exist that would be less dilutive. Approval would also satisfy Nasdaq’s change‑of‑control and issuance requirements (Rules 5635(b) and (d)), while rejection would require cash repayment of amounts that otherwise could have been settled in shares and could materially impair liquidity if the company lacks sufficient cash.