Volato Group Inc
For the period ended Oct 3, 2024. Filed Sep 4, 2024.
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Oct 3, 2024 · Filed Sep 4, 2024
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DEF 14A 1 ny20034693x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | | | Filed by a party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Dear Stockholder:
You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of Volato Group, Inc. (“we,” the “Company” or “Volato Group”). The virtual-only meeting will be held on October 3, 2024 at 9:00 a.m., Eastern Time via live webcast, providing stockholders with the ability to participate in the Special Meeting, vote their shares and ask questions.
| Time | | | 9:00 a.m., Eastern Time |
|---|---|---|---|
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| Date | | | October 3, 2024 |
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| Place | | | The Special Meeting of Stockholders of Volato Group, Inc. will be conducted virtually via live webcast. You will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/SOAR2024SM, where you will be able to submit questions and vote online during the meeting. |
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| Purpose | | | 1. Approval of Amendments to the Second Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split |
| | | 2. Approval of an Amendment to the Second Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Class A Common Stock | |
| | | 3. Approval of an Amendment to the Second Amended and Restated Certificate of Incorporation to Allow Stockholders to Act by Written Consent. | |
| | | 4. Ratification of an Amendment to the Second Amended and Restated Bylaws to Reduce the Quorum Requirement from a Majority to Thirty-Three and One-Third Percent (33-1/3%) | |
| | | 5. Approval of an Adjournment of the Special Meeting | |
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| Record Date | | | The Board of Directors of the Company has fixed the close of business on September 3, 2024 as the record date for determining stockholders entitled to notice of and to vote at the meeting. |
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| Meeting Admission | | | All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting. In order to attend the Special Meeting, you must register in advance at www.virtualshareholdermeeting.com/SOAR2024SM and provide the control number located on the Notice of Availability or proxy card. Upon completing your registration, you will receive further instructions via email. |
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| Voting by Proxy | | | If you are a stockholder of record, you may vote via the internet, by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee. |
Holders of our shares of Class A Common Stock, par value $0.0001 (the “common stock”), owning such shares of record at the close of business on September 3, 2024 are entitled to attend and vote at the Special Meeting and any continuation or adjournment thereof. The enclosed Proxy Statement more fully describes the details of the business to be conducted at the Special Meeting. The Company does not contemplate discussing any other business at the meeting.
Your vote is very important. Please vote whether or not you plan to attend the Special Meeting. Your promptness in voting will assist us in ensuring that a quorum is present or represented. The Notice of Internet Availability of Proxy Materials contains instructions on how to vote online or by telephone. If you have receiveda paper copy of our proxy materials, please mark, date, and sign and return the enclosed proxy card in theaccompanying reply envelope to ensure receipt by our tabulator. You may also vote on-line or by phone byfollowing the instructions contained in the accompanying Proxy Statement.
Sincerely,
/s/ Matthew Liotta
Matthew Liotta
Chair and Chief Executive Officer
Chamblee, Georgia
September 3, 2024
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