XTI Aerospace (XTIA) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 18, 2026; record date Oct. 21, 2026, with 38,477,789 common shares outstanding.

• Agenda: elect two Class III directors, ratify KPMG for FY2026, hold advisory votes on executive pay and vote frequency, and authorize adjournment if needed to solicit proxies.

Voting matters and shareholder proposals

• Board recommends FOR Tensie Axton and Jeremy Schneiderman, KPMG ratification, say-on-pay and adjournment; it recommends a three-year say-on-pay voting interval.

• Director election uses plurality voting; proposals two, three and five pass if votes for exceed votes against; the frequency option with the most votes prevails.

• Say-on-pay is non-binding; the next vote is expected in 2029. The Board says triennial votes allow time to assess compensation outcomes and implement changes.

• Stockholders may vote online, by telephone, mail or during the virtual meeting; brokers cannot vote uninstructed shares on the director, say-on-pay or frequency proposals.

Board of directors and corporate governance

• Five directors serve staggered three-year terms. Jeremy Schneiderman was nominated for the Class III seat held by David Brody, who is not standing for re-election; authorized Board size remains five.

• Allan Evans became Chairman in October 2026; Jonathan Ornstein is Vice Chairman. The Board favors a non-employee Chair so the Interim CEO can focus on operations.

• Nasdaq independence determinations cover Ornstein, Axton and Clinton Weber; Evans, Brody and Schneiderman were determined non-independent for stated role or consulting relationships.

• Board met 11 times and acted by 13 written consents in 2025. The Audit, Compensation and Governance committees oversee financial reporting, pay and board/governance matters.

• The Board adopted a Code of Business Conduct and Ethics; insider rules updated in Dec. 2025 require pre-clearance and prohibit margin accounts, pledging and short sales or similar hedging.