Voyager Technologies, Inc./DE
For the period ended Dec 31, 2025. Filed Apr 17, 2026.
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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.
Dec 31, 2025 · Filed Apr 17, 2026
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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 |
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| ☐ | 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):
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| ☐ | Fee paid previously with preliminary materials. |
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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:
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;
To ratify the appointment of PricewaterhouseCoopers ("PwC") as our independent registered public accounting firm for the fiscal year ending December 31, 2026;
To approve the redomestication of the Company from Delaware to Texas by conversion ("Proposal 3"); and
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 Meeting | 3 |
| Proposal No. 1 - Election of Directors | 9 |
| Director Biographies | 10 |
| Executive Officers | 13 |
| Corporate Governance | 14 |
| Corporate Governance Guidelines | 14 |
| Code of Business Conduct and Ethics | 14 |
| Director Independence | 14 |
| Risk Oversight | 14 |
| Communication with Directors | 15 |
| Board Qualifications | 14 |
| Director Nominations | 15 |
| Board Leadership Structure | 15 |
| Board Meetings and Committees | 16 |
| Director Compensation | 18 |
| Director Compensation Table | 18 |
| Security Ownership of Certain Beneficial Owners and Management | 20 |
| Directors and Officers | 20 |
| Anti-Hedging Policy | 23 |
| Executive Compensation | 24 |
| Summary Compensation Table | 24 |
| Outstanding Equity Awards at Fiscal Year-End | 27 |
| Employment Agreements | 28 |
| Equity Compensation Plan Information | 30 |
| Certain Relationships and Related Person Transactions | 31 |
| Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 33 |
| Pre-Approval Policies and Procedures | 32 |
| Proposal No. 3 - Approval of Redomestication of the Company from Delaware to Texas | 32 |
| Audit Committee Report | 62 |
| Proposal No. 4 - Approval of an Adjournment of the Annual Meeting | 61 |
| Other Business | 64 |
| Annex A – Texas Redomestication Resolution | A-1 |
| Annex B – Texas Certificate of Formation | B-1 |
| Annex C – Texas Bylaws | C-1 |
| Annex D – Plan of Conversion | D-1 |
| Annex E – Delaware Amended and Restated Certificate of Incorporation | E-1 |
| Annex F – Delaware Amended and Restated Bylaws | F-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.