flyExclusive (FLYX) Proxy Filing summary

Voting matters and shareholder proposals

• Proposal 1 involves the election of seven directors, with the plurality of votes cast determining the outcome.

• Proposal 2 seeks approval to amend the 2023 Equity Incentive Plan, increasing reserved shares from 6,000,000 to 15,000,000.

• Proposal 3 requests approval to amend the Employee Stock Purchase Plan, raising reserved shares from 1,500,000 to 2,500,000.

• Proposal 4 is for the ratification of the appointment of the independent registered public accounting firm.

• Abstentions count as votes against Proposals 2, 3, and 4, while broker non-votes have no effect on these proposals.

Board of directors and corporate governance

• Seven director nominees will be elected based on the highest number of affirmative votes received.

Executive compensation and say-on-pay

• Proposal 2 addresses a significant increase in shares available under the equity incentive plan, impacting future executive and employee compensation.

• Proposal 3 increases shares for the employee stock purchase plan, affecting employee participation and benefits.