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Eve Holding, Inc.

For the period ended Apr 9, 2024. Filed Apr 9, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 9, 2024 · Filed Apr 9, 2024

EVEX$1.85+17.8%Stored close · as of Nov 6, 2026
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DEF 14A 1 MainDocument.htm DEF 14A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to Rule 14a-12

(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 the appropriate box):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11

April 9, 2024

Dear Stockholder:

You are cordially invited to attend Eve Holding, Inc.’s 2024 Annual Meeting of Stockholders on Thursday, May 23, 2024, at 10:00 a.m., Eastern Time. The 2024 Annual Meeting of Stockholders will be held in a virtual format online at https://www.cstproxy.com/eveholding/2024.

The matters to be acted on at the 2024 Annual Meeting of Stockholders are described in the enclosed notice and proxy statement.

Your vote is important to us. Even if you plan on attending the 2024 Annual Meeting of Stockholders, we encourage you to vote your shares in advance to ensure that your vote will be represented at the meeting. To vote in advance of the meeting, you may vote online, as instructed in the attached proxy statement, or by completing, signing and returning the proxy card that is provided. You may revoke your proxy at any time before your shares are voted at the 2024 Annual Meeting of Stockholders. See the attached proxy statement for more detailed information.

We look forward to receiving your proxy and we appreciate your support of Eve Holding.

Sincerely,

/s/ Johann Christian Jean Charles Bordais

Johann Christian Jean Charles Bordais

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ONWEDNESDAY, MAY 23, 2024

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Eve Holding, Inc. (the “Company”) to be held on Thursday, May 23, 2024, at 10:00 a.m., Eastern Time, online at https://www.cstproxy.com/eveholding/2024.

At the Annual Meeting, stockholders will be invited to consider and vote upon the following matters:

  1. Election of two Class II directors to serve for a three-year term of office expiring at the 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal;

  2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

  3. Any other matter that properly comes before the Annual Meeting.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders.

The board of directors has fixed the close of business on April 3, 2024 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any postponement or adjournment thereof. A list of stockholders entitled to vote at the Annual Meeting will be available for examination during ordinary business hours for 10 days prior to the Annual Meeting at our principal executive office at 1400 General Aviation Drive, Melbourne, FL 32935. Your vote is very important to the Company and all proxies are being solicited by the board of directors. So, whether or not you plan on attending the Annual Meeting, we encourage you to submit your proxy as soon as possible (i) by accessing https://www.cstproxy.com/eveholding/2024 or (ii) by signing, dating and returning a proxy card or instruction form provided to you. By submitting your proxy promptly, you will save the Company the expense of further proxy solicitation. Please note that all votes cast online must be cast prior to 11:59 p.m., Eastern Time, on May 22, 2024.

By Order of the Board of Directors,

/s/ Simone Galvão de Oliveira

Simone Galvão de Oliveira

Secretary

April 9, 2024

Melbourne, Florida

​TABLE OF CONTENTS

INFORMATION ABOUT THE ANNUAL MEETING AND PROXY MATERIALS5
PROPOSAL 1 – ELECTION OF DIRECTORS10
PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM21
AUDIT COMMITTEE REPORT23
PRINCIPAL STOCKHOLDERS24
INFORMATION ABOUT OUR EXECUTIVE OFFICERS26
EXECUTIVE COMPENSATION27
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS31
HOUSEHOLDING35
STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING35
EXPENSES AND SOLICITATION35
OTHER MATTERS36

PROXY STATEMENT

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