New Horizon Aircraft (HOVR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on December 17, 2024, to address key governance and operational matters.

• Shareholders will vote on director elections, auditor appointment, amendments to the equity incentive plan, and changes to the share structure.

• The Board recommends voting in favor of all proposals and has provided detailed instructions for electronic and mail voting.

Voting matters and shareholder proposals

• Proposal 1: Re-election of two Class I directors, Trisha Nomura and John Pinsent, to serve until 2027.

• Proposal 2: Appointment of MNP LLP as auditor for the fiscal year ending May 31, 2025.

• Proposal 3: Amend the 2023 Equity Incentive Plan to increase authorized shares and add an evergreen clause.

• Proposal 4: Amend Articles to attach special rights to Class A shares and create a new class of Preferred Shares.

• Shareholders may submit proposals and director nominations for the 2025 meeting following specified procedures.

Board of directors and corporate governance

• The Board consists of five directors, with a majority being independent under Nasdaq and SEC rules.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board diversity includes one female and four male directors, with a range of professional backgrounds.

• Directors are encouraged, but not required, to attend annual meetings.