Voyager Technologies (VOYG) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 29, 2026, with shareholders voting on four key proposals, including director elections, auditor ratification, redomestication from Delaware to Texas, and potential adjournment to solicit more proxies if needed.

• Shareholders of record as of April 1, 2026, are eligible to vote, with Class A shares having one vote each and Class B shares having fifteen votes each, voting as a single class.

• The board recommends voting in favor of all proposals and emphasizes the benefits of virtual meetings for participation and cost savings.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors (Gabe Finke, Marian Joh, Matthew Kuta) for terms expiring in 2029.

• Proposal 2: Ratification of PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.

• Proposal 3: Approval of redomestication from Delaware to Texas, citing legal, operational, and cost advantages.

• Proposal 4: Approval to adjourn the meeting if more time is needed to secure votes for redomestication.

• Shareholder proposals and director nominations for 2027 must comply with advance notice and procedural requirements.

Board of directors and corporate governance

• The board consists of seven directors divided into three staggered classes, with a majority being independent.

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

• The company qualifies as a “controlled company” due to the voting power of the CEO, allowing certain governance exemptions.

• Corporate governance guidelines and a code of business conduct and ethics are in place and reviewed regularly.