SES AI Corporation filed Definitive Additional Materials (DEFA14A) on October 27, 2026, notifying stockholders of its 2026 Annual Meeting scheduled for December 10, 2026, and summarizing five proposals on which shareholders are asked to vote.

Key Highlights

  • Annual Meeting date: December 10, 2026, at 10:00 AM EDT, held virtually.
  • Voting deadline: Stockholders must vote by December 9, 2026 at 11:59 PM ET.
  • Director nominees: Dr. Jiong Ma and Eric Luo are nominated as Class I directors to serve until the 2029 Annual Meeting.
  • Reverse stock split proposed: The Board seeks approval to effect a reverse split of Class A common stock at a ratio ranging from 5:1 to 20:1, with the exact ratio set at the Board's discretion.
  • Auditor ratification: Grant Thornton LLP is proposed as independent registered public accounting firm for the fiscal year ending December 31, 2026.
  • Officer liability amendment: A certificate of incorporation amendment would eliminate certain officers' personal liability for monetary damages from breaches of the duty of care under Delaware law Section 102(b)(7).
  • Board recommendation: The Board recommends a "For" vote on all five proposals.

SES AI Corporation's 2026 Stockholder Meeting Proposals in Detail

According to the filing, SES AI Corporation, a lithium-metal battery technology company headquartered at 35 Cabot Road, Woburn, MA 01801 and listed on NYSE as NYSE:SES, is presenting five proposals to stockholders at its 2026 Annual Meeting. The filing notes that proxy materials, including the Notice, Proxy Statement, and Annual Report, are available online, with paper or email copies available upon request prior to November 26, 2026.

The most structurally significant proposal, as disclosed, is Proposal 4, which asks stockholders to approve an amendment to the company's certificate of incorporation to effect a reverse stock split of its issued and outstanding Class A common stock. The filing states that the split ratio would range from 5:1 to 20:1, with the exact ratio to be set "at the discretion of our Board of Directors without further approval or authorization of stockholders," and that "the Board retaining the authority to abandon the amendment at any time prior to the filing thereof."

Proposal 5, also relating to a certificate of incorporation amendment, would eliminate certain officers' personal liability for monetary damages stemming from breaches of the duty of care, as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware. Proposals 1 through 3 cover the election of two Class I director nominees (Dr. Jiong Ma and Eric Luo, each recommended "For" by the Board), ratification of Grant Thornton LLP as independent auditor for fiscal year ending December 31, 2026, and a non-binding advisory vote on named executive officer compensation. The filing notes that the Board recommends a "For" vote on each of these items.

What Was Disclosed

SES AI Corporation filed Definitive Additional Materials providing a stockholder notice of its December 10, 2026 Annual Meeting. The filing outlines five Board-recommended proposals, including director elections, auditor ratification, executive compensation advisory approval, a proposed reverse stock split at a 5:1 to 20:1 ratio, and an officer liability limitation amendment under Delaware law.