DEFA14A: flyExclusive Clarifies Annual Meeting Voting Rules

flyExclusive, Inc. issued a supplement to its proxy statement, clarifying the impact of abstentions and broker non-votes on key proposals for its upcoming Annual Meeting.

Summary

• The supplement, dated December 15, 2025, clarifies voting procedures for the 2025 Annual Meeting of Stockholders scheduled for December 30, 2025.
• It specifically addresses the effect of votes withheld/abstentions and broker non-votes for Proposals 2, 3, and 4.
• For Proposal 1, the Election of Directors, votes withheld and broker non-votes will continue to have no effect.
• For Proposal 2 (Approval of an amendment to the Company's 2023 Equity Incentive Plan to increase shares from 6,000,000 to 15,000,000), Proposal 3 (Approval of an amendment to the Company's Employee Stock Purchase Plan to increase shares from 1,500,000 to 2,500,000), and Proposal 4 (Ratification of Appointment of Independent Registered Public Accounting Firm), abstentions and broker non-votes will now have the same effect as a vote against the respective proposal.
• Approval for Proposals 2, 3, and 4 requires the affirmative vote of a majority of shares present in person or by proxy.

Sentiment

Score: 5

Explanation: The filing is a neutral, procedural clarification of voting rules. It does not contain inherently positive or negative financial news, but rather ensures accurate corporate governance.

Positives

• Increased clarity for stockholders regarding the voting impact of abstentions and broker non-votes on key proposals.

Negatives

• Abstentions and broker non-votes will now count as 'against' votes for Proposals 2, 3, and 4, potentially making it harder for these proposals to pass.

Future Outlook

Management does not expect any broker non-votes on Proposal 4, which concerns the ratification of the independent registered public accounting firm.

Management Comments

• We do not expect any broker non-votes on this proposal [Proposal 4].

Industry Context

This procedural update is a standard corporate governance practice to ensure transparency and compliance with SEC regulations regarding shareholder voting, particularly for proposals related to equity compensation plans which are common across industries for employee retention and incentives.

Corporate Governance

Stakeholder Impact

• Shareholders: Provides clearer understanding of how their votes (or non-votes) will be counted for specific proposals, particularly those related to equity compensation plans.
• Employees: Proposals 2 and 3, if approved, would increase the pool of shares available for employee equity incentives and stock purchases, potentially impacting employee motivation and retention.

Next Steps

• Stockholders should review the Proxy Statement as supplemented by this document in preparation for the Annual Meeting.
• Stockholders who have already voted do not need to take action unless they wish to change their vote.
• The Annual Meeting of Stockholders is scheduled for December 30, 2025.

Key Dates

Keywords

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