XTI Aerospace (XTIA) Proxy Filing summary

Executive summary

• The annual meeting was postponed from November 14, 2025, to December 30, 2025, and will be held virtually to allow global participation.

• Stockholders must submit a new proxy card for their votes to be counted due to the revised agenda and proposals.

• The record date for voting remains September 17, 2025.

Voting matters and shareholder proposals

• Four proposals will be voted on: election of one Class II director (Clinton J. Weber), ratification of CBIZ CPAs P.C. as auditor, approval of potential issuance of over 20% of outstanding common stock for financing, and adjournment if needed.

• The nomination of Kareem Irfan as Class II director was withdrawn; Clinton J. Weber is now the nominee.

• The new Proposal Three seeks approval for the issuance of securities exceeding 20% of outstanding common stock, as required by Nasdaq rules, in connection with recent financing and acquisitions.

• The Board unanimously recommends voting in favor of all proposals.

Board of directors and corporate governance

• The board is divided into three classes with staggered terms; Clinton J. Weber is nominated to replace Kareem Irfan as Class II director.

• Committee compositions will change if Mr. Weber is elected: he will join the Audit and Compensation Committees, and the Nominating and Corporate Governance Committee remains unchanged.

• All current and proposed Audit Committee members are independent under Nasdaq and SEC rules.