XTI Aerospace (XTIA) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 18, 2026, at 10:00 a.m. Pacific Time; voting deadline is Dec. 17, 2026, at 11:59 p.m. ET.

• Stockholders may vote online or attend the virtual meeting; the notice lists five proposals for consideration.

Voting matters and shareholder proposals

• Stockholders will elect two Class III directors for terms ending at the 2029 annual meeting: Tensie Axton and Jeremy Schneiderman; the board recommends voting For both.

• Proposals include ratifying KPMG LLP as independent auditor for FY2026, advisory approval of named executive officer compensation, and an advisory vote on future say-on-pay frequency.

• The board recommends For auditor ratification and say-on-pay; the frequency item’s board recommendation is listed as “Years.”

• Stockholders will also vote on adjournment, if needed or advisable, to solicit additional proxies for the other proposals; the board recommends For.

Board of directors and corporate governance

• Two Class III seats are up for election; elected directors would serve three-year terms, subject to earlier departure or until successors are elected and qualified.