AMPRIUS TECHNOLOGIES INC (AMPX)
Sector: Industrials
2026 Annual Meeting Analysis
AMPRIUS TECHNOLOGIES INC · Meeting: June 11, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Ms. Bayless has served since April 2023 (just over 3 years), attended all required meetings, holds no more than 3 public board seats (Veeco Instruments and Ballard Power Systems in addition to Amprius), brings strong financial expertise as a former CFO and CPA-trained professional, and AMPX's 3-year price return of +134.5% outperforms the XLI benchmark by +58.1pp — well below the 65pp trigger threshold for a strong-positive TSR company, so no TSR underperformance concern applies.
Mr. Stepien joined the board in May 2025, which is less than 24 months ago, so he is fully exempt from the TSR underperformance trigger under policy; he brings deep industry-relevant experience in battery technology and energy storage, holds no more than 2 outside public board seats (Primus Power is private; Euro Manganese trades on TSX-V/ASX), and no other policy flags apply.
Both Class I nominees pass all policy screens: no overboarding, no attendance issues, no familial relationships, no independence concerns, and the TSR trigger does not fire (AMPX outperforms XLI by +58.1pp over 3 years, below the 65pp threshold for strong-positive TSR companies). Mr. Stepien is additionally exempt as a director who joined within the past 24 months.
Say on Pay
✓ FORCEO
Thomas M. Stepien
Total Comp
$3,354,715
Prior Support
N/A
Amprius is an emerging growth company and is not legally required to hold a Say on Pay vote, and no such proposal appears on this ballot — the CEO compensation data provided ($3,354,715 total for Mr. Stepien, who only joined in May 2025 and includes a large one-time equity grant of $2,746,000 covering his initial hire period) is noted for context only. Because no Say on Pay proposal is on the ballot, no vote determination is applicable; this entry is included to flag the absence of the proposal rather than a vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
0 yrs
Audit Fees
$1,917,478
Non-Audit Fees
$0
Deloitte & Touche LLP is a newly appointed Big 4 firm (engaged effective April 21, 2026 to audit fiscal year 2026), so tenure is essentially zero and no independence concern exists; the prior auditor BDO USA charged $1,917,478 in audit fees with zero non-audit fees (a 0% non-audit ratio, well below the 50% threshold), there were no restatements, no disagreements, and no reportable events with the outgoing auditor, and Deloitte is fully adequate for a $2.8B market-cap company.
Overall Assessment
The 2026 Amprius Technologies annual meeting contains only two voting proposals: election of two Class I directors (Kathleen Bayless and Thomas M. Stepien) and ratification of newly appointed auditor Deloitte & Touche LLP. Both proposals pass all policy screens cleanly — the directors have no disqualifying flags, the auditor change is straightforward with a clean prior-auditor record and zero non-audit fees, and no Say on Pay vote is required because Amprius qualifies as an emerging growth company.