Fly-E Group (FLYE) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 10, 2025, to vote on five key proposals, including incentive plan approval, reverse stock split, increase in authorized shares, classified board structure, and potential adjournment.

• Board unanimously recommends approval of all proposals and outlines the rationale and potential impacts for each.

• Voting is available online, by phone, mail, or during the virtual meeting, with a record date of February 11, 2025.

Voting matters and shareholder proposals

• Proposals include: (1) 2024 Omnibus Incentive Plan, (2) reverse stock split (1-for-2 to 1-for-15), (3) increase authorized common shares from 100M to 300M, (4) classified board with staggered three-year terms, (5) adjournment if needed.

• Board recommends voting FOR all proposals.

• Reverse split aims to maintain Nasdaq listing and improve stock price and liquidity.

• Increase in authorized shares provides flexibility for future financing and corporate actions.

• Classified board intended to enhance continuity and deter hostile takeovers.

Board of directors and corporate governance

• Proposal to classify the board into three classes with staggered three-year terms.

• Current board consists of five members; classified structure would extend director terms and promote stability.

• Board believes classified structure will help negotiate bona fide offers and support long-term value creation.