SOAR AI (SOAR) Proxy filing summary

Executive summary

• Preliminary proxy for a virtual 2026 annual meeting; five proposals cover director elections, auditor ratification, authorized shares, ELOC share issuance and adjournment. Meeting date and time remain placeholders.

• Record date October 19, 2026; 53,783,044 common shares outstanding, with one vote per share. The Board recommends FOR all proposals.

Voting matters and shareholder proposals

• Michael Nichols and David Allen are nominated as Class III directors for terms through the 2029 annual meeting; election is by plurality.

• Proposal 2 seeks ratification of TAAD, LLP for FY2026; Proposal 3 seeks to raise authorized Class A common shares from 200 million to 500 million.

• Proposal 4 seeks approval to issue 20% or more of outstanding shares under the October 8, 2026 ELOC agreement, including shares issuable upon preferred-stock conversion; Proposal 5 permits adjournment to solicit more votes if needed.

• The authorized-share amendment requires approval by a majority of outstanding shares; other proposals require a majority of votes cast. Broker non-votes and abstentions count against Proposal 3, but have no effect on the other proposals.

Board of directors and corporate governance

• The Board has six directors across three staggered classes; Matthew Liotta is chair and Michael Nichols is lead independent director. Burger, Nichols and Allen are determined independent under NYSE American and SEC rules.

• Audit, compensation, and nominating/governance committees each comprise Burger, Nichols and Allen; the respective chairs are Allen, Nichols and Burger. Each committee reviews its charter and reports to the Board.

• During 2025, the Board held six meetings; each director attended all Board meetings, and all directors attended at least 75% of applicable Board and committee meetings.

• The Ethics Code applies to directors, officers and employees; the Audit Committee oversees complaints on accounting, internal controls and audit matters, including confidential employee submissions.