Skip to main content

Voyager Technologies, Inc./DE

For the period ended Dec 31, 2025. Filed Apr 17, 2026.

View on SEC.gov

About 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 31, 2025 · Filed Apr 17, 2026

VOYG$23.98+18.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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

(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.

1225 17th Street, Suite 1100

Denver, CO 80202

Notice of Annual Meeting of Stockholders

To be Held on May 29, 2026

To Our Stockholders:

The 2026 annual meeting of stockholders ("Annual Meeting") of Voyager Technologies, Inc. (the "Company"), will be held virtually on May 29, 2026 at 10:00 a.m. Mountain Time. You will be able to attend the Annual Meeting online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/VOYG2026. You will also be able to submit questions in advance of the Annual Meeting by logging in to www.proxyvote.com using the 16-digit control number included on your proxy card or on the voting instruction form accompanying these proxy materials. You will not be able to attend the Annual Meeting in person.

The Annual Meeting will be held for the following purposes:

  1. To elect the three nominees identified in the accompanying proxy statement to serve as Class I directors until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

  2. To ratify the appointment of PricewaterhouseCoopers ("PwC") as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

  3. To approve the redomestication of the Company from Delaware to Texas by conversion ("Proposal 3"); and

  4. To approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal 3.

You can vote at the Annual Meeting online or by proxy if you were a stockholder of record at the close of business on April 1, 2026. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.

We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the "Notice and Access" rules approved by the Securities and Exchange Commission. The Notice of Internet Availability contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of our proxy materials instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice, as well as in the attached Proxy Statement.

Your vote is important. Whether or not you plan to virtually attend the Annual Meeting, please ensure that your shares are voted during the Annual Meeting by signing and returning a proxy card if you receive a paper copy of the proxy materials or by using our Internet or telephonic voting system. Even if you have voted by proxy, you may still vote online if you attend the virtual Annual Meeting. Please note, however, that if your shares are held on your behalf by a brokerage firm, bank, or other nominee, and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that brokerage firm, bank or other nominee.

By Order of the Board of Directors,

Margaret Vernal

Chief Legal Officer, General Counsel and Secretary

April 17, 2026

TABLE OF CONTENTS

Page
Questions and Answers About the Annual Meeting3
Proposal No. 1 - Election of Directors9
Director Biographies10
Executive Officers13
Corporate Governance14
Corporate Governance Guidelines14
Code of Business Conduct and Ethics14
Director Independence14
Risk Oversight14
Communication with Directors15
Board Qualifications14
Director Nominations15
Board Leadership Structure15
Board Meetings and Committees16
Director Compensation18
Director Compensation Table18
Security Ownership of Certain Beneficial Owners and Management20
Directors and Officers20
Anti-Hedging Policy23
Executive Compensation24
Summary Compensation Table24
Outstanding Equity Awards at Fiscal Year-End27
Employment Agreements28
Equity Compensation Plan Information30
Certain Relationships and Related Person Transactions31
Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm33
Pre-Approval Policies and Procedures32
Proposal No. 3 - Approval of Redomestication of the Company from Delaware to Texas32
Audit Committee Report62
Proposal No. 4 - Approval of an Adjournment of the Annual Meeting61
Other Business64
Annex A – Texas Redomestication ResolutionA-1
Annex B – Texas Certificate of FormationB-1
Annex C – Texas BylawsC-1
Annex D – Plan of ConversionD-1
Annex E – Delaware Amended and Restated Certificate of IncorporationE-1
Annex F – Delaware Amended and Restated BylawsF-1
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.