flyExclusive (FLYX) Proxy filing summary

Executive summary

• Stockholders are asked to elect seven directors, approve a charter amendment authorizing 100 million Class C and 100 million Class D shares, and ratify Elliott Davis for FY2026; the Board recommends FOR all three.

• Jet.Al’s merger closed July 13, 2026; SpinCo became a wholly owned subsidiary, with 7,096,117 Class A shares issued as merger consideration, subject to a possible purchase-price adjustment.

Voting matters and shareholder proposals

• Seven nominees would serve until the 2027 annual meeting; election requires a plurality of votes cast, and withheld votes and broker non-votes have no effect.

• The charter proposal requires approval by a majority of outstanding common shares; abstentions and broker non-votes count against it.

• Auditor ratification requires a majority of voting power present and entitled to vote; abstentions count against, while brokers may vote without instructions.

• The virtual meeting includes online voting and a live Q&A of up to 15 minutes after the meeting; eligible stockholders may submit one meeting-related question.

Board of directors and corporate governance

• Seven directors are nominated: Gary Fegel, Michael S. Fox, Frank B. Holding Jr., Gregg S. Hymowitz, Peter B. Hopper, Thomas James Segrave Jr. and Thomas James Segrave Sr.

• The CEO also serves as Board chair; Michael S. Fox is lead independent director. The Board relies on NYSE American controlled-company exemptions for independence and committee composition.

• Fox, Holding and Hopper were determined independent; the Audit and Risk Committee members are independent, and Fox qualifies as an audit committee financial expert.

• During FY2025, the Board and Audit and Risk Committee each held five meetings; the Compensation and Nominating and Corporate Governance committees did not meet.

• The Sponsor has nomination rights for two directors while its holdings meet the 15% voting-power threshold; rights fall to one nominee below 15% and end below 5%.