Volato Group (SOAR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on July 21, 2025, with stockholders voting on four key proposals, including director election, a new stock incentive plan, auditor ratification, and potential adjournment.

• Only holders of Class A common stock as of May 19, 2025, are eligible to vote, with 2,077,921 shares outstanding.

• Voting can be conducted online, by phone, mail, or during the virtual meeting, and the Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing Christopher Burger as Class II director, approving the 2025 Stock Incentive Plan, ratifying Elliott Davis, LLC as auditor, and authorizing adjournment if needed.

• The Board recommends voting “FOR” all proposals.

• Stockholder proposals for the 2026 meeting must be submitted by specific deadlines outlined in the bylaws.

Board of directors and corporate governance

• The Board consists of four members divided into three classes with staggered terms; Christopher Burger is nominated for re-election.

• Board leadership combines the roles of CEO and Chairman, with a lead independent director and active independent director involvement.

• All directors attended at least 75% of meetings in 2024; two attended the 2024 annual meeting.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each composed of independent directors.

• Corporate governance guidelines and a code of ethics are published and available to stockholders.