AgEagle Aerial Systems (UAVS) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 22, 2026, to vote on four key proposals, including stock issuance, equity plan amendment, auditor ratification, and an employee stock purchase plan.

• Record date for voting is December 4, 2025, with 43,551,112 shares outstanding and entitled to vote.

• Meeting will be held virtually, with multiple voting methods available, and the Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of 100,000 shares of Series G Convertible Preferred Stock at $1.23 per share, potentially diluting existing shareholders.

• Proposal 2: Approve amendment to the 2017 Omnibus Equity Incentive Plan, increasing authorized shares from 300,000 to 2,300,000.

• Proposal 3: Ratify appointment of Grassi & Co., CPAs, P.C. as independent accountants for fiscal year 2025, following the dismissal of WithumSmith + Brown.

• Proposal 4: Approve Employee Stock Purchase Plan (ESPP) with a 500,000 share reserve, offering eligible employees discounted stock purchases.

• All proposals require a majority of votes cast for approval; abstentions and broker non-votes have no effect.

Board of directors and corporate governance

• Board unanimously recommends voting “FOR” all proposals.

• Chairman of the Board is Grant Begley; directors and executive officers as a group own less than 1% of outstanding shares.

• Stockholder proposals for the next annual meeting must be received by December 29, 2025.