AST SpaceMobile (ASTS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for November 21, 2025, to be held virtually for shareholder convenience and broader participation.

• Main agenda is approval of the Amended and Restated 2024 Incentive Award Plan, increasing available shares and extending the plan's term.

• Board recommends voting in favor of the proposal, with the Chairman holding a majority of voting power, ensuring passage.

Voting matters and shareholder proposals

• Shareholders will vote on increasing the number of shares under the 2024 Incentive Award Plan by 10,000,000 and extending its expiration to October 6, 2035.

• Only shareholders of record as of October 15, 2025, are eligible to vote.

• Voting can be done online, by phone, mail, or during the virtual meeting.

• Proposal requires a majority of votes cast, excluding abstentions and broker non-votes.

• No other substantive proposals are on the agenda.

Board of directors and corporate governance

• Board and Compensation Committee believe the plan is essential for attracting and retaining key talent.

• The plan includes sub-plans for foreign subsidiaries to comply with local laws.

• Board has authority to amend, suspend, or terminate the plan, subject to shareholder approval for material changes.