FlyExclusive Inc. Files 2024 Proxy Statement

TL;DR

FLYX proxy statement out for Dec 2nd meeting, no fee paid.

AI Summary

FlyExclusive, Inc. filed its definitive proxy statement on October 23, 2024, for its annual meeting of stockholders scheduled for December 2, 2024. The company, formerly known as EG Acquisition Corp. until February 2, 2021, is involved in air transportation, nonscheduled services. The filing indicates no fee was required for this proxy statement.

Why It Matters

This filing provides shareholders with essential information regarding the upcoming annual meeting, including details about voting procedures and company matters to be discussed.

Risk Assessment

Risk Level: low — This is a routine proxy filing for an annual meeting and does not contain new financial or strategic information that would immediately impact risk.

Key Players & Entities

• FlyExclusive, Inc. (company) — Registrant
• EG Acquisition Corp. (company) — Former company name
• 20241202 (date) — Annual meeting date
• 20241023 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — of shares of our Class A common stock, $0.0001 par value per share ("Class A common st

Filing Documents

• flyx-2024annualmeetingprox.htm (DEF 14A) — 596KB
• fly_masterlogoxcmykxreversea.gif (GRAPHIC) — 11KB
• flyexclusive_vxprxyxgt20x2.jpg (GRAPHIC) — 230KB
• flyexclusive_vxprxyxgt20x2a.jpg (GRAPHIC) — 465KB
• image_1.jpg (GRAPHIC) — 4KB
• image_3.jpg (GRAPHIC) — 3KB
• image_4.jpg (GRAPHIC) — 35KB
• signaturejs.jpg (GRAPHIC) — 102KB
• signaturejsw.gif (GRAPHIC) — 11KB
• 0001628280-24-043424.txt ( ) — 1782KB

From the Filing

DEF 14A 1 flyx-2024annualmeetingprox.htm DEF 14A Document 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 1000 a.m. (Eastern Time) Meeting to be held virtually FLYEXCLUSIVE, INC. 2860 Jetport Road Kinston, North Carolina 28504 Table of Contents 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 S ecurity Ownership of Certain Beneficial Owners and Managemen t 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 Director s 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 Director Candidate s 26 flyExclusive's Annual Report on Form 10-K 48 Communications from Stockhold ers 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 Table of Contents Notice of Annual Meeting of Stockholders The 2024 Annual Meeting of Stockholders (the "Annual Meeting") of flyExclusive, Inc. (the Company) will be held as follows Items of Business 1 To approve, as required by NYSE American rules, 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 Monday, December 2, 2024 2 To elect Gary Fegel, Michael S. Fox, Frank B. Holding Jr., Gregg S. Hymowitz, Peter B. Hopper, Thomas James Segrave Jr. and Thomas James Segrave, Sr. as directors to serve until the 2025 annual meeting of stockholders of the Company (the "2025 Annual Meeting"), or until their respective successors have been duly elected and qualified 1000 a.m. Eastern Time 3 To ratify the appointment of Elliott Davis PLLC (Elliott Davis) as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 and The Annual Meeting will be a virtual meeting of stockholders to be held as a live webcast over the Internet at www.virtualshareholdermeeting.comFLYX2024 4 To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof. October 11, 2024 Holders of our Class A and Class B common stock at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting, or any postponement or adjournment thereof. The list of these stockh

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