DEFA14A: flyExclusive Clarifies Annual Meeting Voting Rules

flyExclusive, Inc. issued a supplement to its proxy statement clarifying voting procedures for key proposals at its upcoming December 30, 2025 Annual Meeting.

Summary

• A supplement to the Definitive Proxy Statement dated December 2, 2025, has been filed for flyExclusive, Inc.'s 2025 Annual Meeting of Stockholders, scheduled for December 30, 2025.
• The supplement clarifies the effect of votes withheld/abstentions and broker non-votes for Proposal 2 (2023 Equity Incentive Plan amendment), Proposal 3 (Employee Stock Purchase Plan amendment), and Proposal 4 (Ratification of Independent Registered Public Accounting Firm).
• Proposal 2 seeks to increase the number of shares reserved under the 2023 Equity Incentive Plan from 6,000,000 to 15,000,000 shares.
• Proposal 3 seeks to increase the number of shares reserved under the Employee Stock Purchase Plan from 1,500,000 to 2,500,000 shares.
• Approval for Proposals 2, 3, and 4 requires the affirmative vote of holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote on the matter.
• Abstentions will now have the same effect as a vote against Proposals 2, 3, and 4.
• Broker non-votes will have no effect on Proposals 2 and 3, and are not expected for Proposal 4.

Sentiment

Score: 5

Explanation: The filing is a neutral, procedural clarification of voting rules for an upcoming annual meeting. It does not contain information that would significantly alter perceptions of the company's financial health or operational performance.

Future Outlook

The filing is a procedural clarification and does not contain forward-looking statements or guidance regarding the company's operational performance or strategic outlook.

Industry Context

This filing represents a standard corporate governance update, common among publicly traded companies, aimed at ensuring clarity and transparency in shareholder voting procedures. It does not provide specific insights into broader industry trends or competitive dynamics.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides crucial clarification on how their votes, particularly abstentions and broker non-votes, will be counted for significant proposals, enhancing transparency in corporate governance.

Next Steps

• Stockholders are expected to vote on the proposals at the Annual Meeting scheduled for December 30, 2025.

Key Dates

Keywords

flyExclusive, Proxy Statement, Annual Meeting, Corporate Governance, Equity Incentive Plan, Employee Stock Purchase Plan, Voting Rules, SEC Filing, DEFA14A