Airship AI (AISP) Proxy filing summary

Executive summary

• Virtual annual meeting set for Dec. 17, 2026; Nov. 3, 2026 is the voting record date, with 34,439,562 common shares outstanding and one vote per share.

• Stockholders will elect directors, consider BPM LLP’s FY2026 auditor appointment, and vote on reincorporation from Delaware to Nevada; the Board recommends FOR all three matters.

• Proxy materials are furnished primarily online; the virtual meeting permits remote attendance, electronic voting and questions from eligible stockholders.

Voting matters and shareholder proposals

• Five directors are to be elected by plurality; withheld votes and broker non-votes have no effect. Proposal 1 is non-routine, so brokers cannot vote uninstructed shares.

• Auditor ratification requires a majority of shares present or represented and entitled to vote; abstentions count against, and brokers may vote uninstructed shares on this routine matter.

• Reincorporation requires a majority of outstanding common shares; abstentions and broker non-votes count against. Stockholders may vote FOR, AGAINST or ABSTAIN.

• Proposals for the 2027 annual meeting generally must reach the Secretary Aug. 19–Sept. 18, 2027; Rule 14a-19 notice for competing director solicitations is due by Oct. 18, 2027.

Board of directors and corporate governance

• Derek Xu and Peeyush Ranjan will leave the Board at the meeting; five nominees are proposed to serve until the 2027 annual meeting, including Victor Huang, Mark E. Scott, Louis Lebedin and Amit Mital.

• Following the meeting, assuming nominee election, the Board is expected to have five directors, three deemed independent under Nasdaq standards.

• Audit and compensation committees will each have three independent members; nominating committee membership is also set to change after the meeting, subject to nominee election.

• The ethics code covers directors, officers and employees; insider-trading policy prohibits hedging transactions and limits margin-account or pledged shares to 25% of an employee’s or director’s holdings.