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Zeo Energy (Nasdaq: ZEO) has released its 2025 Definitive Proxy Statement (DEF 14A) ahead of the virtual annual meeting scheduled for August 5, 2025 at 3 p.m. ET. Shareholders of record as of June 6, 2025 (22.8 million Class A and 26.5 million Class V shares outstanding) are entitled to vote online.
The proxy seeks approval on four key items:
- Director Election — five nominees (Timothy Bridgewater, Dr. Abigail M. Allen, James P. Benson, Neil Bush, Mark M. Jacobs) for terms expiring in 2026.
- Nasdaq 20% Rule Proposal — authorization to issue Class A shares equal to or greater than 20% of the company’s outstanding common stock or voting power in private transactions completed in October 2024 and December 2024.
- Auditor Ratification — appointment of Grant Thornton LLP for fiscal year ending December 31, 2025.
- Adjournment — permission to adjourn the meeting if insufficient votes are obtained.
The most material item is the share-issuance request; if approved, management would gain flexibility to issue a sizable block of new equity, potentially diluting existing holdings but providing capital for corporate purposes. No cash compensation changes or major transactions are proposed, and the filing states that no filing fee is required.
Voting can be executed in advance via mail, phone, or the internet, or live during the webcast. Directors and officers may solicit proxies without additional compensation, and brokerage firms will be reimbursed for forwarding materials.