Republic Airways (RJET) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, will be held virtually, allowing electronic voting and real-time questions from shareholders.

• Key proposals include election of six directors, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor for 2026.

• The company completed a merger with Mesa Air Group in November 2025, aligning fiscal years and reconstituting the board and management.

• Forward-looking statements highlight risks and uncertainties, with references to risk factors in the 2025 Annual Report.

Voting matters and shareholder proposals

• Shareholders will vote on director nominees, executive compensation (say-on-pay), and auditor ratification.

• Board recommends voting FOR all proposals.

• Shareholders of record as of March 27, 2026, are eligible to vote; each share equals one vote.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are detailed, with specific deadlines.

Board of directors and corporate governance

• Six director nominees are proposed for election; one director is retiring, and a CEO succession plan is in place for 2026.

• Board committees include audit, compensation, and corporate governance, each with defined responsibilities and independent membership.

• Independence, diversity of experience, and ethical standards are emphasized in director selection.

• Lead Independent Director presides over executive sessions; board self-evaluations are conducted periodically.

• Stock ownership guidelines and a clawback policy for incentive compensation are in effect.