FLYEXCLUSIVE INC.
For the period ended Dec 2, 2024. Filed Oct 23, 2024.
View on SEC.govAbout this filing
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.
Dec 2, 2024 · Filed Oct 23, 2024
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 flyx-2024annualmeetingprox.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
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 under §240.14a-12
flyExclusive, Inc.
(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)(1) and 0-11
NOTICE & PROXY STATEMENT Annual Meeting of Stockholders
December 2, 2024
10:00 a.m. (Eastern Time)
Meeting to be held virtually
FLYEXCLUSIVE, INC.
2860 Jetport Road
Kinston, North Carolina 28504
| Notice of Annual Meeting of Stockholders | 3 | Committees of the Board | 29 | |
|---|---|---|---|---|
| Proxy Summary | 4 | Audit and Risk Committee | 29 | |
| Proxy Statement | 5 | Compensation Committee | 31 | |
| Proposals | 5 | Nominating and Corporate Governance Committee | 32 | |
| Recommendations of the Board | 5 | |||
| General Information | 6 | Equity Compensation Plans | 33 | |
| Information about this Proxy Statement | 7 | |||
| Executive and Director Compensation | 34 | |||
| 2023 Summary Compensation Table | 34 | |||
| Questions and Answers about the 2024 | 8 | Narrative to Summary Compensation Table | 35 | |
| Annual Meeting of Stockholders | Outstanding Equity Awards at 2023 Fiscal Year End | 36 | ||
| Proposals to be Voted on | 12 | Employment Agreements | 36 | |
| Proposal 1: Approval, as required by NYSE American rules, of the issuance of shares of Class A common stock upon (i) the exercise of warrants to purchase shares of the Company’s Class A common stock and (ii) the conversion of shares of the Company’s Series B convertible preferred stock, in each case in the event such issuance would be in excess of 20% of the Class A common stock outstanding on March 4, 2024 | 12 | |||
| Proposal 2: Election of Directors | 15 | Security Ownership of Certain Beneficial Owners and Management | 37 | |
| Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 22 | |||
| Certain Relationships and Related Person Transactions | 39 | |||
| Report of the Audit and Risk Committee of the Board of Directors | 23 | |||
| Independent Registered Public Accounting Firm Fees and Other Matters | 24 | Delinquent Section 16(a) Reports | 46 | |
| Stockholders' Proposals | 46 | |||
| Corporate Governance | 25 | |||
| General | 25 | Other Matters | 46 | |
| Board Composition | 25 | |||
| Board Diversity | 25 | Solicitation of Proxies | 46 | |
| Director Independence | 26 | |||
| Communications from Stockholders | 27 | |||
| Board Leadership Structure and Role in Risk Oversight | 27 | |||
| Code of Ethics and Conflict of Interest | 28 | |||
| Anti-Hedging Policy | 28 | |||
| Compensation Recovery Policy | 28 | |||
| Attendance by Members of the Board of Directors at Meetings | 28 | |||
FLYEXCLUSIVE • 2024 Proxy Statement 2
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.