DEFA14A: NuScale Power Corrects Audit Fees in Proxy Statement Supplement

NuScale Power Corporation files a supplement to its proxy statement to correct the amount of fees for professional audit services rendered by Ernst & Young LLP for the fiscal year ended December 31, 2024.

Summary

• NuScale Power Corporation filed a supplement to its proxy statement on April 29, 2025, to correct the amount of fees for professional audit services and other services rendered by Ernst & Young LLP (EY) for the fiscal year ended December 31, 2024.
• The original proxy statement was filed on April 9, 2025, for the Annual Meeting of Stockholders to be held virtually on May 23, 2025.
• The supplement replaces the previously disclosed table related to fees for professional audit services and other services provided by EY for the fiscal years ended December 31, 2023 and 2024.
• The corrected audit fees for 2023 are $1,222,500 and for 2024 are $2,427,500.
• Audit-related fees for 2023 are $75,000 and for 2024 are $78,000.
• Tax fees for 2023 are $102,550 and for 2024 are $90,841.
• All other fees for both 2023 and 2024 are $2,000.
• Total fees for 2023 are $1,402,050 and for 2024 are $2,598,341.
• The Board continues to recommend voting for the election of eight directors, the approval of executive compensation, the option of every one year as the preferred frequency of a non-binding advisory vote to approve the frequency of future non-binding advisory votes to approve executive compensation, the amendment of the Certificate of Incorporation regarding the waiver of corporate opportunities, and the ratification of the appointment of EY as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While the document corrects an error, it does so transparently. However, the increased audit fees and the need for a correction could raise some concerns.

Positives

• The company is transparently correcting an error in its proxy statement.
• The document provides clear instructions on how stockholders can vote.

Negatives

• The need to issue a supplement indicates an initial error in the proxy statement, which could raise concerns about the accuracy of financial reporting.

Risks

• The increased audit fees in 2024 compared to 2023 could indicate increased complexity or scrutiny in the company's financial reporting, potentially signaling underlying issues.

Future Outlook

The document does not contain specific forward-looking statements beyond the upcoming Annual Meeting and the ratification of the auditor.

Industry Context

Increased audit fees can be indicative of greater regulatory scrutiny or increased complexity in the nuclear energy sector, potentially reflecting broader industry trends related to compliance and risk management.

Comparison to Industry Standards

• Comparing NuScale's audit fee increase with peers in the energy sector, such as Westinghouse or smaller modular reactor (SMR) developers, could provide context.
• For example, if Westinghouse's audit fees also saw a similar percentage increase, it might suggest a broader trend in the industry.
• Benchmarking against companies like Rolls-Royce SMR or GE Hitachi Nuclear Energy, which are also involved in SMR technology, could offer insights into whether NuScale's audit costs are in line with industry standards for similar-sized projects and complexities.

Stakeholder Impact

• Shareholders are directly impacted as they need to make informed voting decisions based on accurate financial information.
• The correction of audit fees could indirectly impact investor confidence.

Next Steps

• Stockholders need to review the corrected information and vote on the proposals.
• The Annual Meeting will proceed as scheduled on May 23, 2025.

Key Dates

Keywords

proxy statement, audit fees, NuScale Power, Ernst & Young, annual meeting, stockholders, corporate governance