DEF: Nomad Power Solutions Special Meeting Proxy

Nomad Power Solutions, Inc. is holding a special meeting on September 4, 2026, to vote on key proposals including a stock issuance, an amendment to its stock incentive plan, and director elections.

Summary

• Nomad Power Solutions, Inc. is convening a special meeting of stockholders on September 4, 2026, to be held virtually.
• The meeting agenda includes three primary proposals: approval of the issuance of common stock underlying Series D Convertible Preferred Stock, approval of an amendment to the 2020 Stock Incentive Plan to increase authorized shares by 3,500,000, and the election of two new directors, Chris McKay and Joaquin Aguerre.
• Stockholders of record as of July 6, 2026, are eligible to vote.
• The company recommends voting FOR all three proposals.
• The meeting will address the issuance of shares related to a merger with NOMAD Transportable Power Systems, Inc., which requires stockholder approval due to Nasdaq Listing Rules regarding the issuance of securities exceeding 19.99% of outstanding stock.
• The proposed amendment to the 2020 Stock Incentive Plan aims to ensure the company can continue to grant equity awards for talent retention and motivation.
• The election of directors is a result of the merger agreement, bringing in individuals with expertise in the energy sector.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily concerns corporate governance and strategic approvals rather than immediate financial performance. While there are potential positives like talent retention and strategic alignment, significant dilution risks are also present.

Positives

• The company is seeking stockholder approval for key strategic initiatives that are crucial for its ongoing operations and growth.
• The proposed increase in the stock incentive plan shares is intended to aid in attracting and retaining key talent.
• The election of new directors brings in relevant industry expertise to the board.
• The company is actively engaging its stockholders in significant corporate decisions.
• The merger with NOMAD Transportable Power Systems, Inc. is presented as a milestone in the company's transformation into an energy infrastructure company.

Negatives

• The potential conversion of Series D Convertible Preferred Stock could result in significant dilution to existing common stockholders, with up to approximately 50,366,070 additional shares of Common Stock being issued, representing about 72.6% of shares outstanding before conversion.
• If stockholder approval for the Series D conversion is not obtained, the company may be required to pay a cumulative dividend at a rate of 7% per annum on the Liquidation Value of the preferred stock.
• The proposed increase in the stock incentive plan shares, if approved, will further dilute existing stockholders.
• The company has negative operating cash flows and historical operating losses, making equity compensation a critical but dilutive tool.

Risks

• Failure to obtain stockholder approval for the Series D Convertible Preferred Share Issuance Proposal could result in a breach of the Merger Agreement and potential penalties.
• If stockholder approval is not obtained, the company will be obligated to pay a 7% cumulative annual dividend on the Series D Convertible Preferred Stock, compounding annually.
• The issuance of a large number of shares upon conversion of the Series D Convertible Preferred Stock could negatively impact the market price of the Common Stock.
• The issuance of additional shares will reduce the voting power and economic ownership of existing common stockholders.
• The company faces challenges in attracting and retaining talent if it cannot grant equity awards due to a depleted share pool.
• The company's reliance on cash-based compensation, if equity awards are not approved, could deplete finite cash resources.

Future Outlook

The company is seeking stockholder approval for actions that are critical for its strategic direction, including the issuance of shares related to a merger and the expansion of its stock incentive plan to retain talent. The outcome of these votes will significantly shape the company's capital structure and operational capacity.

Management Comments

• "Your vote is very important, regardless of the number of shares of our voting securities that you own."
• "Whether or not you expect to be present at the Special Meeting, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Special Meeting."
• "On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the online-only meeting."
• "Thank you for your support of our company. I look forward to seeing you at the Special Meeting."
• "Having an adequate number of shares available for future equity compensation grants is necessary to promote our long-term success and the creation of stockholder value."
• "We recognize the dilutive impact that our equity compensation program has on our stockholders and continuously strive to balance this concern with the competition for talent in the competitive business environment and talent market, as well as the current market conditions, in which we operate."

Industry Context

StockSavvy.ai notes that Nomad Power Solutions' focus on energy infrastructure and storage systems aligns with broader industry trends towards renewable energy and grid modernization. The proposed merger and subsequent share issuance are typical for companies undergoing significant strategic shifts or acquisitions in this sector.

Management Changes

Related Party Transactions

• Jason Sawyer, a director, is General Manager of Access Alternative Group S.A., which entered into a Strategic Advisory Agreement with NOMAD Transportable Power Systems, Inc. on April 15, 2026. Access Group received a $250,000 retainer and RSUs representing 7% of the company's fully diluted capitalization pre-IPO, which were accelerated and fully vested prior to the merger's effective time.

Stakeholder Impact

• Existing common stockholders face significant dilution if Proposal 1 is approved, potentially reducing their ownership percentage to 35.6% and their voting power.
• Employees and directors may benefit from the proposed increase in shares available under the 2020 Stock Incentive Plan, aiding in retention and motivation.
• The merger and potential share issuance could impact the company's strategic direction, affecting customers and suppliers in the energy infrastructure sector.

Next Steps

• Stockholders to vote on the three proposals at the Special Meeting on September 4, 2026.
• If Proposal 1 is approved, the Exchange Cap will be removed, allowing full conversion of Series D Convertible Preferred Stock.
• If Proposal 2 is approved, the 2020 Stock Incentive Plan will be amended to increase authorized shares.
• Chris McKay and Joaquin Aguerre will be elected to the Board of Directors if Proposal 3 is approved.
• Voting results will be filed in a Form 8-K within four business days after the Special Meeting.

Key Dates

Recommendation

The recommendation is 'hold' due to the significant dilution risk for existing shareholders from the proposed Series D Convertible Preferred Stock conversion, which could outweigh the strategic benefits of the merger and the need for equity compensation. While the company is positioning itself in a growing sector, the immediate impact on share value for current holders requires careful consideration.

Keywords

Special Meeting, Proxy Statement, Stockholder Approval, Convertible Preferred Stock, Stock Incentive Plan, Director Election, Merger Agreement, Nasdaq Listing Rules