Safe Pro Group Inc.
For the period ended Apr 30, 2025. Filed Apr 30, 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.
Apr 30, 2025 · Filed Apr 30, 2025
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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 (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 Pursuant to §240.14a-12 |
Safe Pro Group 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. |
|---|
Safe Pro Group Inc.
18305 Biscayne Blvd. Suite 222
Aventura, Florida 33160
(786) 409-4030
To the Stockholders of Safe Pro Group Inc.:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Safe Pro Group Inc. The Annual Meeting will be held virtually as a live audio-only conference call by calling 877-407-3088 (toll free), on June 26, 2025 at 10:00 a.m., Eastern Time. There will not be a physical meeting location.
Information regarding each of the matters to be voted on at the Annual Meeting is contained in the attached Proxy Statement and Notice of Annual Meeting of Stockholders. We urge you to read the proxy statement carefully. The proxy statement and proxy card are being mailed to all stockholders of record as of April 28, 2025.
If you are a shareholder of record, you can participate and vote your shares in the Annual Meeting by visiting www.SPAI.vote and entering the 12-digit control number included on your Proxy Card. If you are a beneficial owner of shares held in street name, you can participate and vote at the meeting by obtaining a legal proxy from your nominee and emailing a copy to proxy@equitystock.com no later than 5:00 p.m. Eastern Time, on June 24, 2025. You will be able to vote your shares at the meeting by going to www.SPAI.vote and entering the same control number used to enter the meeting.
Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to attend the virtual Annual Meeting, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. As an alternative to voting online during the Annual Meeting, you may vote in advance of the Annual Meeting, via the Internet, by fax, by email, or by completing, signing, dating and returning the proxy card. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the meeting and vote in person. Failure to do so may result in your shares not being eligible to be voted by proxy at the Annual Meeting. Even after returning your proxy, if you are a stockholder of record and do attend the Annual Meeting and wish to vote your shares in person, you still may do so.
Very truly yours,
Safe Pro Group Inc.
| By: | /s/ Daniyel Erdberg |
|---|---|
| Daniyel Erdberg | |
| Chief Executive Officer |
Important Notice Regarding the Availability of Proxy Materials
for the Annual Shareholder Meeting to be Held on June 26, 2025:
Electronic Copies of the Proxy Statement and our 2025 Annual Report on Form 10-K are available at
www.SPAI.vote
Safe Pro Group Inc.
18305 Biscayne Blvd. Suite 222
Aventura, Florida 33160
(786) 409-4030
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 26, 2025
TO THE STOCKHOLDERS OF SAFE PRO GROUP INC.:
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders of Safe Pro Group Inc. (the “Company”) will be held virtually as a live audio-only conference call by calling 877-407-3088 (toll free), on June 26, 2025 at 10:00 a.m., Eastern Time. There will not be a physical meeting location. If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 877-804-2062 (toll free) or email proxy@equitystock.com. At the Annual Meeting, the items of business to be voted on, as described in the accompanying Proxy Statement, are:
| 1. | To elect five Board nominees to the Board of Directors of the Company, each to serve until the 2026 annual meeting of stockholders of the Company or until such person’s successor is qualified and elected. |
| 2. | To ratify the appointment of RBSM LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. |
| 3. | To approve the Safe Pro Group Inc. 2025 Equity Incentive Plan. |
Only stockholders of record of the Company at the close of business on April 28, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. A complete list of these stockholders will be open for the examination of any stockholder of record at the Company’s principal executive offices located at 18305 Biscayne Blvd. Suite 2 Aventura, Florida 33160 for a period of ten days prior to the Annual Meeting. The list will also be available for the examination of any stockholder of record present at the Annual Meeting. The Annual Meeting may be adjourned or postponed from time to time without notice other than by announcement at the meeting.
**YOUR VOTE IS IMPORTANT.**Please read the proxy statement and the instructions on the proxy card and then, whether or not you plan to attend the Annual Meeting, and no matter how many shares you own, please submit your proxy promptly by via the Internet, by fax, by email, or by completing, signing, dating and returning your proxy card in the envelope provided. This will not prevent you from voting at the Annual Meeting. It will, however, help to assure a quorum and to avoid added proxy solicitation costs. You may revoke your proxy at any time before the vote is taken.
| By Order of the Board of Directors, | |
| Safe Pro Group Inc. | |
| /s/ Daniyel Erdberg | |
| Aventura, Florida | Daniyel Erdberg |
|---|---|
| April 30, 2025 | Chief Executive Officer |
TABLE OF CONTENTS
| Page | |
|---|---|
| INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| WHY DID YOU SEND ME THIS PROXY STATEMENT? | 1 |
| WHAT PROPOSALS WILL BE ADDRESSED AT THE ANNUAL MEETING? | 1 |
| WHO MAY ATTEND THE ANNUAL MEETING AND HOW TO ATTEND? | 1 |
| HOW DO I PARTICIPATE IN AND VOTE AT THE ANNUAL MEETING? | 1 |
| HOW MANY VOTES DO I HAVE? | 2 |
| WHY WOULD THE ANNUAL MEETING BE POSTPONED? | 2 |
| HOW DO I VOTE BY PROXY? | 2 |
| IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER AGENT, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME? | 3 |
| MAY I REVOKE MY PROXY? | 3 |
| WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL? | 3 |
| ARE THERE ANY RIGHTS OF APPRAISAL? | 4 |
| WHO BEARS THE COST OF SOLICITING PROXIES? | 4 |
| WHERE ARE THE COMPANY’S PRINCIPAL EXECUTIVE OFFICES? | 4 |
| HOW CAN I OBTAIN ADDITIONAL INFORMATION ABOUT THE COMPANY? | 4 |
| STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 4 |
| INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS | 5 |
| GOVERNANCE OF THE COMPANY | 7 |
| COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS | 10 |
| RELATED PARTY TRANSACTIONS | 15 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 17 |
| PROPOSAL 2: TO RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 18 |
| PROPOSAL 3: APPROVAL OF SAFE PRO GROUP INC. 2025 EQUITY INCENTIVE PLAN | 20 |
| AUDIT COMMITTEE REPORT | 19 |
| OTHER PROPOSED ACTION | 25 |
| HOUSEHOLDING OF PROXY MATERIALS | 25 |
| STOCKHOLDER PROPOSALS AND SUBMISSIONS | 25 |
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