Red Cat (RCAT) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held telephonically on June 18, 2026, with voting on director elections, auditor ratification, and executive compensation.

• Proxy materials are primarily distributed electronically to conserve resources and reduce costs, with printed copies available upon request.

• Forward-looking statements address risks such as macroeconomic changes, supply chain disruptions, and customer demand fluctuations.

Voting matters and shareholder proposals

• Stockholders will vote on electing five directors, ratifying KPMG as auditor for 2026, and a non-binding say-on-pay vote for executive compensation.

• The Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted between February 18 and March 20, 2027; Rule 14a-8 proposals are due by December 31, 2026.

Board of directors and corporate governance

• The Board consists of five members, with three independent directors; all attended at least 75% of meetings.

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

• A Special Committee reviews unique transactions and can retain independent advisors.

• Board leadership combines CEO and Chairman roles; diversity is considered in director selection.