Capstone Energy Plus, Inc. (CEPL): director Ping Fu reason not stated

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors
As previously reported in the Current Report on
Form 8-K filed by Capstone Energy+, Inc. (formerly Capstone Green Energy Holdings, Inc.) (the “Company”) with the Securities
and Exchange Commission on March 30, 2026 (the “Prior 8-K”), in connection with the Securities Purchase Agreement, dated March
29, 2026, between the Company and purchasers affiliated with Monarch Alternative Capital LP (collectively, “Monarch”), the
Board of Directors of the Company (the “Board”) formed a Special Committee and delegated to it the authority to accept two
resignations of current directors in connection with the appointment of the directors designated by Monarch (the “Series A Directors”).
As reported in the Prior 8-K, each of Ping Fu, John P. Miller, Robert F. Powelson, Denise M. Wilson, Christopher J. Close and Robert F.
Beard submitted a resignation from the Board conditioned upon, and effective only upon, the election of a Series A Director to the Board
and the determination by the Special Committee to accept such resignation.
On October 25, 2026, the Special Committee accepted
the resignation of Ms. Fu in connection with the election of the Series A Director described below, and Ms. Fu confirmed that her resignation
would be effective on October 26, 2026. Monarch retains the right to designate one additional Series A Director. Ms. Fu's resignation
did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Immediately prior to her resignation, Ms. Fu served
as a member of the Audit Committee and the Compensation Committee of the Board.
The Board thanks Ms. Fu for her service.
Election of Directors
On October 26, 2026, the Board elected Brandon
Schwertner as a director of the Company, effective October 26, 2026, to fill the vacancy created by the resignation of Ms. Fu. Mr. Schwertner
will serve as a Class I director, with a term expiring at the Company's 2027 annual meeting of stockholders and until his successor is
duly elected and qualified. Following this change, the Board continues to consist of seven directors.
Mr. Schwertner was designated by Monarch as a
Series A Director pursuant to Section 10(b) of the Certificate of Designation of the Company's Series A Convertible Preferred Stock. The
Board has determined that he is independent under the listing rules of The Nasdaq Stock Market LLC. The Board appointed Mr. Schwertner
to the Compensation Committee, effective October 26, 2026. Following his appointment, the Compensation Committee consists of Denise M.
Wilson (Chair), Christopher J. Close, and Mr. Schwertner.
Brandon Schwertner, age 49, served as Chief Executive
Officer of Priority Power Management, an energy management and infrastructure company, for approximately eight years from 2018 to 2026,
and as a director of Priority Power from January 2018 to March 2026. Previously, Mr. Schwertner co-founded MP2 Energy LLC, a retail electricity
provider and energy services platform, and led it from its founding through its acquisition by Shell Energy North America. Mr. Schwertner
has served as a director of Budderfly, an Energy-as-a-Service (EaaS) company since June 2026. He holds a bachelor's degree in finance
from Texas A&M University.
Other than the designation rights described above,
there are no arrangements or understandings between Mr. Schwertner and any other person pursuant to which he was selected as a director.
Mr. Schwertner has no family relationship with any director or executive officer of the Company and has no direct or indirect material
interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
Mr. Schwertner will participate in the Company's
compensation program for non-employee directors, as described in the Company's definitive proxy statement filed with the Securities and
Exchange Commission on July 8, 2026, and will receive a prorated annual restricted stock unit award for the current service year with
a grant date value of approximately $24,739. He will also enter into the Company's standard form of indemnification agreement for directors.