Unusual Machines (UMAC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on October 5, 2026, to elect five directors, ratify the selection of Ernst & Young LLP as auditor, approve a warrant grant to the CEO, and allow adjournment if needed.

• Shareholders of record as of August 6, 2026, are entitled to vote, with 49,956,505 shares outstanding and each share entitled to one vote.

• Voting can be done online, by phone, mail, or electronically during the meeting; a quorum requires one-third of outstanding shares.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect five directors for a one-year term.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for 2026.

• Proposal 3: Approve a warrant grant for the CEO, Dr. Allan Evans, for up to 5,000,000 shares at performance-based price thresholds.

• Proposal 4: Approve adjournment of the meeting if more time is needed for solicitation.

• Shareholder proposals for the 2027 meeting must be submitted by April 26, 2027, following SEC and bylaw requirements.

Board of directors and corporate governance

• The Board consists of five members, with three independent directors.

• Standing committees: Audit, Compensation, and Corporate Governance/Nominating, all with independent members.

• The Board held 13 meetings in 2025; all directors attended over 75% of meetings.

• Allan Evans serves as both CEO and Chairman; independent committees provide oversight.