Eos Energy Enterprises, Inc.
For the period ended Dec 31, 2025. Filed Apr 14, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 14, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant☒
Filed by a party other than the Registrant☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Under §240.14a-12
EOS ENERGY ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25 (b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
| To the Stockholders of Eos Energy Enterprises, Inc.:NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Eos Energy Enterprises, Inc., a Delaware corporation (the “Company”), will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/EOSE2026 on June 3, 2026, at 10:00 a.m. Eastern time for the following purposes: | ||||
|---|---|---|---|---|
| Meeting DateJune 3, 2026 | ||||
| Proposals · Voting Recommendation · Page Reference | ||||
| 1. | to elect three directors as Class III directors of Eos Energy Enterprises, Inc., each to serve for three years and until his successor has been elected and qualified, or until his earlier death, resignation or removal; | "FOR" | 3 | |
| Meeting Time10:00 a.m. Eastern time | 2. | to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; | "FOR" | 22 |
| 3. | to approve a non-binding advisory resolution approving the compensation of the named executive officers; | "FOR" | 37 | |
| 4. | to approve an amendment to our Third Amended and Restated Certificate of Incorporation to increase the number of shares of authorized common stock of the Company from 600,000,000 to 800,000,000; and | "FOR" | 38 | |
| 5. | to approve an amendment to our Second Amended and Restated 2020 Incentive Plan. | "FOR" | 41 | |
| Meeting PlaceLive webcast at www.virtualshareholdermeeting.com/EOSE2026 · The Company will also transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned common stock of the Company at the close of business on April 13, 2026 (the “Record Date”) can vote at this meeting or any adjournments that take place. The Company will begin mailing the Notice of Internet Availability to our stockholders of record as of the Record Date for the first time on or about April 14, 2026. | ||||
| ii | Eos Energy Enterprises | |||
| 2026 Virtual Annual Stockholder MeetingThe Board of Directors has determined to hold the annual meeting virtually in order to facilitate stockholder attendance and participation by stockholders from all locations at no cost. We believe this is the right choice for the Company, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/EOSE2026 at the meeting date and time. The meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Eastern Time, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the meeting, please call the technical support number that will be posted on the virtual Annual Meeting login page for assistance. Technical assistance will be available through the conclusion of the Annual Meeting.IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 3, 2026The Notice of Annual Meeting of Stockholders to be held on June 3, 2026, the accompanying Proxy Statement and the Company’s 2025 Annual Report on Form 10-K are available, free of charge, at http://www.proxyvote.com.The Notice contains instructions on how to access our proxy materials and vote over the internet at www.proxyvote.com and how stockholders can receive a paper copy of our proxy materials, including the accompanying Proxy Statement, a proxy card or voting instruction card and our fiscal year ended December 31, 2025 Annual Report on Form 10-K. Stockholders can also request to receive future proxy materials in printed form by mail or electronically by email by contacting the Investor Relations Department at 862-207-7955 or email ir@eose.com.By Order of the Board of Directors,/s/Michael SilbermanMichael SilbermanChief Legal Officer and Corporate SecretaryApril 14, 2026 | Your vote is important.Whether or not you plan to attend the virtual meeting online, we encourage you to read the accompanying proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2025, and submit your proxy as soon as possible using one of the three convenient voting methods described in “Information About the Proxy Process and Voting” in the proxy statement. If you receive more than one set of proxy materials or notice of internet availability because your shares are registered in different names or addresses, each proxy should be signed and submitted to ensure that all of your shares will be voted. | |
|---|---|---|
| 2026 Proxy Statement | iii |
| 3Proposal No. 1Election of Directors | 20Director Compensation Table | 28Executive Compensation | 48Certain Relationships and Related Person Transactions | 55Information About the Proxy Process and Voting |
| 6Continuing Directors | 22Proposal No. 2Ratification of Selection of Independent Registered Public Accounting Firm | 37Proposal No. 3Advisory Vote to Approve Our Named Executive Compensation | 51Security Ownership of Certain Beneficial Owners and Management | 60Appendix A Third Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation |
| 11Corporate Governance | 24Report of the Audit Committee of the Board of Directors | 38Proposal No. 4Authorized Share Amendment | 53Delinquent Section 16(a) Reports | 61Appendix B Second Amendment to the Second Amended and Restated 2020 Incentive Plan |
| 19Stockholder Engagement | 25Executive Officers | 41Proposal No. 5Amendment to the Second Amended and Restated 2020 Incentive Plan | 54Additional Information | 63Appendix C Second Amended and Restated 2020 Incentive Plan |
Stockholder Engagement
Proxy StatementFor the 2026 Annual Meeting of StockholdersJune 3, 2026
3920 Park Avenue
Edison, New Jersey 08820
We have made available our proxy materials because the Board of Directors (the “Board”) of Eos Energy Enterprises, Inc. (referred to herein as the “Company,” “Eos,” “we,” “us” or “our”) is soliciting your proxy to vote at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on June 3, 2026, at 10:00 a.m. Eastern Time, at www.virtualshareholdermeeting.com/EOSE2026.
This Proxy Statement summarizes information about the proposals to be considered at the Annual Meeting and other information you may find useful in determining how to vote.
The Proxy Card is the means by which you actually authorize another person to vote your shares in accordance with your instructions.
In addition to solicitations by mail, our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.
Pursuant to the rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our Annual Meeting materials, which include this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”), over the internet in lieu of mailing printed copies. The Company will begin mailing the Notice of Internet Availability to our stockholders of record as of the Record Date for the first time on or about April 14, 2026.
The Notice of Internet Availability will contain instructions on how to access and review the Annual Meeting materials and will also contain instructions on how to request a printed copy of the Annual Meeting materials. Additionally, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials and our Annual Report on Form 10-K so that they can supply these materials to the beneficial owners of shares of our common stock as of the Record Date. Our Annual Report on Form 10-K and the 2026 Proxy Statement are available, free of charge, at proxyvote.com.
| Table of Contents | ||||||
|---|---|---|---|---|---|---|
| Proxy Summary · MeetingInformation | ||||||
| Meeting Time10:00 a.m. Eastern time | ||||||
| Proposals · Voting Recommendation · Page Reference · Meeting PlaceLive webcast at www.virtualshareholdermeeting.com/EOSE2026 | ||||||
| 1. | to elect three directors as Class III directors of Eos Energy Enterprises, Inc., each to serve for three years and until his successor has been elected and qualified, or until his earlier death, resignation or removal; | "FOR" | 3 | |||
| 2. | to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; | "FOR" | 22 | |||
| 3. | to approve a non-binding advisory resolution approving the compensation of the named executive officers; | "FOR" | 37 | |||
| VotingInformation | ||||||
| 4. | to approve an amendment to our Third Amended and Restated Certificate of Incorporation to increase the number of shares of authorized common stock of the Company from 600,000,000 to 800,000,000; and | "FOR" | 38 | |||
| 5. | to approve an amendment to our Second Amended and Restated 2020 Incentive Plan. | "FOR" | 41 | Vote by Internetwww.proxyvote.com | ||
| Director Nominees | ||||||
| Name | Age | Director since | Independent | Primary Occupation | Other Public Boards | |
| Vote by MailVote Processing c/o Broadridge51 Mercedes WayEdgewood, NY 11717 | ||||||
| Jeff Bornstein | 60 | 2022 | Yes | Founder, Principal and Co-Managing Partner, Whipstick Ventures LLC | AlloVir, Inc. | |
| Claude Demby | 61 | 2021 | Yes | Former President,Cree LED | Piedmont Lithium Inc. | |
| Nathaniel Fick | 48 | 2026 | Yes | Chief Strategy Officer for Equities and Senior Managing Director, Cerberus Capital Florida, LLC | – | Vote In-Personwww.virtualshareholdermeeting.com/EOSE2026 |
| Eos Energy Enterprises | 1 | |||||
| Proxy Summary | Table of Contents |
|---|
Director Skills and Qualifications
| Skill and Definition | JeffBornstein | ClaudeDemby | AlexDimitrief | NathanielFick | JoeMastrangelo | JeffMcNeil | JosephNigro | GregNixon | NickRobinson | DavidUrban | MimiWalters |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Public Company Leadership Experience | l | l | l | l | l | l | l | l | |||
| Energy Market Expertise | l | l | l | l | l | l | l | ||||
| Manufacturing Expertise | l | l | l | l | l | ||||||
| Disruptive Technology Experience | l | l | l | l | |||||||
| Capital Markets Expertise | l | l | l | l | l | l | l | ||||
| Government/Regulatory Experience | l | l | l | l | l | l | l | l | |||
| Human Capital/Talent Management | l | l | l | l | l | l | l | ||||
| Enterprise Risk Management | l | l | l | l | l | l | l | l | l | l | l |
| Sustainability and Environmental | l | l | |||||||||
| 2 | Eos Energy Enterprises |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.