Safe Pro Group (SPAI) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 21, 2026, at 10:00 a.m. ET, held virtually by audio conference; record date Oct. 27, 2026.

• Shareholders will elect five directors and vote on ratifying RBSM LLP as auditor for FY ending Dec. 31, 2026; the board recommends FOR both proposals.

Voting matters and shareholder proposals

• Each common share carries one vote; 20,979,946 shares were outstanding and entitled to vote on the record date, and cumulative voting is not permitted.

• Both proposals require a majority of votes cast; broker non-votes and abstentions have no effect on either proposal.

• Director nominees are Daniyel Erdberg, Pravin Borkar, Arthur T. Dean, John E. Miller and Lee Van Arsdale; elected directors serve until the 2027 annual meeting or until successors qualify.

• Rule 14a-8 proposals for the 2027 annual meeting must arrive by July 8, 2027; universal proxy notice for non-company nominees is due by Oct. 22, 2027.

Board of directors and corporate governance

• The five-member board includes three independent directors; Daniyel Erdberg serves as both CEO and board chair, with independent directors able to meet without management.

• Audit, compensation, and nominating and corporate governance committees each have three independent members; Arthur T. Dean chairs audit, John E. Miller chairs compensation, and Lee Van Arsdale chairs nominating and governance.

• In FY2025, the board met once and the audit committee met four times; the other two committees held no meetings, excluding written consents.

• The board has no director term or retirement-age limits and no women-director or executive nomination policy; one woman currently holds an executive position.