Global Crossing Airlines Group Inc. Announces Director Changes and Shareholder Vote

TL;DR

Board shakeup and shareholder vote at Global Crossing Airlines - watch for compensation changes.

AI Summary

Global Crossing Airlines Group Inc. announced on November 22, 2024, several key events including the departure of a director, the election of a new director, and changes to officer compensation. The company also held a shareholder vote and reported other events, with financial statements and exhibits filed. The filing details changes in corporate governance and executive arrangements.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and financial priorities, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in directorships and officer compensation can indicate internal shifts that may affect operational stability and future financial health.

Key Players & Entities

• Global Crossing Airlines Group Inc. (company) — Registrant
• November 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share JETMF OTCQB Class B com

Filing Documents

• jetmf-20241122.htm (8-K) — 81KB
• jetmf-ex99_1.htm (EX-99.1) — 43KB
• img194278451_0.jpg (GRAPHIC) — 8KB
• 0000950170-24-130623.txt ( ) — 303KB
• jetmf-20241122.xsd (EX-101.SCH) — 54KB
• jetmf-20241122_htm.xml (XML) — 7KB

02

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. At the Annual Meeting of Stockholders of Global Crossing Airlines Group Inc. (the "Company") held on November 22, 2024 (the "2024 Annual Meeting") , the Company's stockholders approved an amendment to the Company's Employee Stock Purchase Plan (the "Plan"). The amendment was approved by Company's Board of Directors, subject to the approval of Company's stockholders, and became effective with such stockholder approval on November 22, 2024. As a result of such stockholder approval, the Plan was amended to increase the number of shares authorized for issuance under the Plan by 3,000,000 shares (from 1,000,000 shares to 4,000,000 shares). A more complete description of the terms of the Plan and the material amendment thereto can be found in "Proposal No. 2 - Approval of An Amendment to the Global Crossing Airlines Group Inc. Employee Stock Purchase Plan" (pages 32 through 33) in the Company's definitive proxy statement dated October 15, 2024, and filed with the Securities and Exchange Commission on October 8, 2024.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On November 22, 2024, the Company's stockholders at the 2024 Annual Meeting in Miami, Florida voted on the following matters: 1. Election, as directors, of the seven nominees, with each director to serve until the next annual meeting of stockholders and until the election and qualification of such director's successor. 2. Approval of an amendment to the Global Crossing Airlines Group Inc. Employee Share Purchase Plan to increase the number of shares of common stock reserved for issuance by 3,000,000 shares; 3. Ratification of the appointment of Rosenberg Rich Baker Berman P.A. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Detailed results of the vote for the election of directors held at the 2024 Annual Meeting, are set out below: Director Votes For % Votes For Votes Withheld % Votes Withheld Andrew Axelrod 21,128,655 99.34% 138,909 0.65% Alan Bird 20,875,993 98.15% 391,571 1.84% T. Allan McArtor 15,487,675 72.82% 5,779,889 27.17% Chris Jamroz 15,413,683 72.47% 5,853,881 27.52% Deborah Robinson 15,483,134 72.80% 5,784,430 27.19% Cordia Harrington 15,419,634 72.50% 5,847,930 27.49% Paul Martins 7,818,612 36.76% 13,448,952 63.23% The election of Mr. Martins is subject to the terms of the Company's Majority Voting Policy. Stockholders at the 2024 Annual Meeting also voted in favor of the amendment to the Company's Employee Share Purchase Plan to increase the number of shares of common stock reserved for issuance by 3,000,000 shares: Votes For % Votes For Votes Against % Votes Against 21,161,023 99.49% 106,541 0.50% Stockholders at the 2024 Annual Meeting also voted in favor of appointing Rosenberg Rich Baker Berman P.A. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. Votes

01. Other Events

Item 8.01. Other Events On November 25, 2024, the Company announced the results of the stockholder voting on the proposals at the 2024 Annual Meeting. A copy of the press release announcing this information is attached hereto as exhibit 99.1. The DOCPROPERTY "DocID" \* MERGEFORMAT LEGAL\74265642\2 information in this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. The information in this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act.

01 Exhibits

Item 9.01 Exhibits. 99.1 Press release of the Company, dated November 25, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). DOCPROPERTY "DocID" \* MERGEFORMAT LEGAL\74265642\2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GLOBAL CROSSING AIRLINES GROUP INC. Date: November 25, 2024 By: /s/ Ryan Goepel Name: Title: Ryan Goepel President and Chief Financial Officer DOCPROPERTY "DocID" \* MERGEFORMAT LEGAL\74265642\2

View Full Filing

View this 8-K filing on SEC EDGAR