Republic Airways (RJET) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 14, 2024, with shareholders of record as of June 24, 2024, eligible to vote on key proposals, including director elections, executive compensation, and auditor ratification.

• Shareholders can vote in person, by mail, phone, or online, and may revoke or change their vote before the meeting.

• The proxy statement details board nominees, executive compensation, governance practices, and shareholder rights.

Voting matters and shareholder proposals

• Seven directors are nominated for election to serve one-year terms.

• Advisory votes will be held on executive compensation and the frequency of future say-on-pay votes, with the board recommending annual votes.

• Ratification of Marcum LLP as the independent auditor for fiscal 2024 is proposed.

• Shareholders may submit proposals for the 2025 meeting between April 7 and May 16, 2025, or by March 3, 2025, for inclusion under SEC rules.

Board of directors and corporate governance

• The board consists of seven members, with a majority deemed independent under Nasdaq rules.

• Board leadership combines the roles of Chairman and CEO, with a Presiding Independent Director providing oversight.

• Three standing committees—Audit, Compensation, and Nominating & Corporate Governance—are composed entirely of independent directors.

• Board diversity disclosure shows one female and one diverse director as of June 2024.

• United Airlines retains the right to designate one board member as long as it holds over 5% equity.