Volato Group (SOAR) Proxy Filing summary

Executive summary

• A special virtual-only meeting is scheduled for October 3, 2024, to consider five key proposals affecting the company's governance and capital structure.

• The Board recommends voting in favor of all proposals, which include a reverse stock split, increasing authorized shares, allowing written consent, reducing quorum, and potential adjournment.

• Voting can be conducted online, by phone, mail, or during the virtual meeting, with detailed instructions provided to all shareholders.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split at a ratio between 1-for-2 and 1-for-25, at the Board's discretion, to help meet NYSE American listing requirements and attract institutional investors.

• Proposal 2: Increase authorized Class A common stock from 80 million to 200 million shares to enhance flexibility for future business and financial transactions.

• Proposal 3: Amend the charter to allow shareholder action by written consent, increasing flexibility for shareholder decisions.

• Proposal 4: Ratify a bylaw amendment reducing the quorum requirement for shareholder meetings from a majority to 33-1/3% to facilitate meeting validity.

• Proposal 5: Approve adjournment of the meeting if more time is needed to solicit votes for the above proposals.

Board of directors and corporate governance

• The Board is actively recommending all proposals and has adopted amendments to the charter and bylaws to be ratified by shareholders.

• The Board emphasizes strong governance and shareholder engagement, including the move to virtual meetings and written consent.