Fly-E Group (FLYE) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 10, 2025, to vote on five key proposals, including an incentive plan, reverse stock split, increase in authorized shares, classified board structure, and potential adjournment.

• Record date for voting is February 11, 2025; 24,587,500 shares outstanding and entitled to vote.

• Board unanimously recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposals include approval of the 2024 Omnibus Incentive Plan (as amended), a reverse stock split (1-for-2 to 1-for-15), increase in authorized common shares from 100M to 300M, board classification into three staggered classes, and adjournment if needed.

• Reverse split aims to maintain Nasdaq listing by increasing share price above $1.00.

• Increase in authorized shares provides flexibility for future financings, equity plans, and acquisitions.

• Classified board structure intended to enhance continuity and deter hostile takeovers.

• Adjournment proposal allows for further solicitation if insufficient votes are present.

Board of directors and corporate governance

• Proposal to classify the board into three classes with staggered three-year terms, enhancing stability and continuity.

• Current board consists of five members; classified structure would extend time required for a change in board control.

• Independent directors have entered into agreements with annual cash fees and indemnification.