Frontier Group (ULCC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 14, 2026, with a record date of March 27, 2026, for voting eligibility.

• Stockholders will vote on director elections, auditor ratification, and executive compensation.

• 229,732,124 shares of common stock are outstanding and entitled to vote.

• Voting can be done online, by phone, or by mail, and proxies are revocable.

Voting matters and shareholder proposals

• Election of four Class II directors to serve until the 2029 annual meeting.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year 2026.

• Advisory vote on executive compensation (Say-on-Pay).

• Board recommends voting FOR all proposals.

• Procedures for shareholder proposals and director nominations for the 2027 meeting are outlined.

Board of directors and corporate governance

• Board consists of 12 directors divided into three staggered classes.

• Eight directors are independent per Nasdaq rules; leadership structure separates CEO and Chair roles.

• Five standing committees: Audit, Compensation, Finance, Nominating and Corporate Governance, and Safety and Security.

• Board and committees met regularly in 2025, with high attendance.

• Code of Ethics and anti-hedging policies are in place for directors, officers, and employees.