SOAR AI, Inc.
For the period ended Jul 21, 2025. Filed Jun 6, 2025.
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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.
Jul 21, 2025 · Filed Jun 6, 2025
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DEF 14A 1 volatoproxy-annualmeeting2.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 ☐
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 §240.14a-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 all boxes that apply):
| ☒ | 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 OF MEETING OF STOCKHOLDERS
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting”) of Volato Group, Inc. (“we,” the “Company” or “Volato Group”). The virtual-only meeting will be held on July 21, 2025, at 9:00 a.m., Eastern Time via live webcast, providing stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions.
| Time | 9:00 a.m. Eastern Time |
|---|---|
| Date | July 21, 2025 |
| Place | The Annual Meeting will be conducted virtually via live webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SOAR2025, where you will be able to submit questions and vote online during the meeting. |
| Purpose | 1. To elect Christopher Burger to serve as a Class II director, until the Company's 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal; |
| 2. To approve the Volato Group, Inc. 2025 Stock Incentive Plan; | |
| 3. To ratify the selection of Elliott Davis, LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; | |
| 4. To approve a proposal to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the other proposals contained herein; and | |
| 5. To transact any other business that may properly come before the meeting or any adjournment thereof. | |
| Record Date | May 19, 2025 |
| Meeting Admissions | All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting. In order to attend the Annual Meeting, you must register in advance at www.virtualshareholdermeeting.com/SOAR2025 and provide the control number located on the Notice of Internet Availability of Proxy Material or proxy card. Upon completing your registration, you will receive further instructions via email. |
| 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 May 19, 2025, are entitled to attend and vote at the Annual Meeting and any continuation or adjournment thereof. The enclosed Proxy Statement more fully describes the details of the business to be conducted at the Annual 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 Annual 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 received a paper copy of our proxy materials, please mark, date, sign and return the enclosed proxy card in the accompanying reply envelope to ensure receipt by our tabulator. You may also vote online or by phone by following the instructions contained in the accompanying Proxy Statement.
Sincerely,
/s/ Matthew Liotta
Matthew Liotta
Chair and Chief Executive Officer
Chamblee, Georgia
June 6, 2025
Table of Contents
| GENERAL INFORMATION | 1 |
|---|---|
| PROPOSAL 1: ELECTION OF DIRECTORS | 6 |
| CORPORATE GOVERNANCE | 7 |
| DIRECTORS AND EXECUTIVE OFFICERS | 13 |
| EXECUTIVE OFFICER AND DIRECTOR COMPENSATION | 14 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 31 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 33 |
| PROPOSAL 2: APPROVAL OF 2025 STOCK INCENTIVE PLAN | 37 |
| PROPOSAL 3: RATIFICATION OF THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTING FIRM | 46 |
| PROPOSAL 4: ADJOURNMENT | 47 |
| AUDIT COMMITTEE REPORT | 48 |
| STOCKHOLDER PROPOSALS | 49 |
| WHERE YOU CAN FIND MORE INFORMATION | 49 |
| IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS | 50 |
| OTHER BUSINESS | 50 |
| APPENDIX A - VOLATO GROUP, INC 2025 STOCK INCENTIVE PLAN | 51 |
| APPENDIX B - FORM OF PROXY CARD | 76 |
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