Virgin Galactic (SPCE) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 11, 2026, and will be held virtually, with stockholders able to vote online, by phone, or by mail.

• Key 2025 milestones include advancing next-generation spaceship manufacturing, opening a new factory in Arizona, and completing upgrades to the launch vehicle to increase flight cadence.

• Operating expenses decreased to $287M in 2025 from $384M in 2024, reflecting restructuring and a shift in R&D focus.

• Capital realignment reduced debt payments by $142M and raised $122M in proceeds to support growth.

• As of year-end 2025, there are reservations for approximately 675 future astronauts, representing $188M in expected revenue.

Voting matters and shareholder proposals

• Proposal 1: Election of nine director nominees, including a new nominee designated by Virgin Investments Limited.

• Proposal 2: Ratification of Ernst & Young LLP as independent auditor for 2026.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Approval of the Fourth Amended and Restated 2019 Incentive Award Plan, increasing share reserve by 9.45M shares and extending the plan through 2036.

• Proposal 5: Advisory vote on the frequency of future say-on-pay votes, with the Board recommending annual votes.

Board of directors and corporate governance

• The Board consists of nine directors, with 78% classified as independent.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Safety, each with defined responsibilities and independent membership.

• Corporate Governance Guidelines address director independence, board structure, succession planning, and stockholder engagement.

• Stockholders have rights to recommend director candidates and submit proposals under established procedures.

• Virgin Investments Limited retains significant approval rights over major corporate actions as long as it holds a threshold number of shares.