AgEagle Aerial Systems (UAVS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 15, 2026, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Record date for voting is April 23, 2026, with 58,197,122 shares outstanding and entitled to vote.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote to elect five directors, approve executive compensation on an advisory basis, and ratify the appointment of Grassi & Co. as independent accountants for 2026.

• Board recommends voting FOR all proposals.

• Shareholders of record as of April 23, 2026, are eligible to vote via mail, phone, internet, or during the virtual meeting.

• Quorum is 33-1/3% of voting power; director nominees with the highest FOR votes are elected.

Board of directors and corporate governance

• Board consists of five nominees, including CEO William Irby and Chairman Grant Begley, with three independent directors.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board held 6 meetings and 7 committee meetings in 2025; all directors attended over 75% of meetings.

• Code of Ethics applies to all directors, officers, and employees.