Voyager Technologies (VOYG) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 29, 2026, and will be held virtually, allowing shareholders to participate online and submit questions in advance or during the meeting.

• Shareholders will vote on four key proposals: election of Class I directors, ratification of the independent auditor, approval of redomestication from Delaware to Texas, and potential adjournment to solicit more proxies if needed.

• The board recommends voting in favor of all proposals and highlights the benefits of redomestication, including operational alignment with Texas, legal predictability, and cost savings.

Voting matters and shareholder proposals

• Proposal 1: Elect Gabe Finke, Marian Joh, and Matthew Kuta as Class I directors for three-year terms expiring in 2029.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.

• Proposal 3: Approve redomestication from Delaware to Texas, with detailed rationale and legal/operational implications.

• Proposal 4: Approve adjournment of the meeting if more time is needed to secure votes for Proposal 3.

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

Board of directors and corporate governance

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

• Dylan Taylor, CEO, holds all Class B shares, making the company a "controlled company" under NYSE standards, though the board currently maintains independent committees.

• The board met four times in 2025, with all directors attending at least 75% of meetings.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent directors and written charters.