SOAR AI (SOAR) Proxy filing summary

Executive summary

• Virtual annual meeting set for Dec. 9, 2026; holders of record on Oct. 19 may vote on five proposals, with the Board recommending FOR each.

• Proposals cover two director elections, auditor ratification, a 300 million-share increase in authorized Class A stock, ELOC-related share issuance approval, and possible adjournment.

Voting matters and shareholder proposals

• Michael Nichols and David Allen are nominated as Class III directors for terms through the 2029 annual meeting; election requires a plurality of votes cast.

• TAAD, LLP is nominated for ratification as independent auditor for FY2026; approval requires a majority of votes cast, and brokers may vote this routine matter without instructions.

• Authorized shares would rise from 200 million to 500 million; approval requires a majority of outstanding shares, and abstentions and broker non-votes count against the proposal.

• ELOC issuance approval seeks NYSE American compliance for potential issuance of at least 20% of outstanding shares; a majority of votes cast is required.

• Adjournment approval would allow additional proxy solicitation if votes are insufficient; a majority of votes cast is required.

Board of directors and corporate governance

• The six-member Board has three staggered classes; Matthew Liotta chairs the Board and Michael Nichols is lead independent director.

• Christopher Burger, Michael Nichols and David Allen were determined independent; all three sit on the Audit, Compensation, and Nominating and Corporate Governance committees.

• All directors attended each of six Board meetings in 2025; each attended at least 75% of applicable Board and committee meetings.

• David Allen chairs the Audit Committee and qualifies as its financial expert; Michael Nichols chairs Compensation, and Christopher Burger chairs Nominating and Corporate Governance.