Volato Group Files Definitive Proxy Statement

TL;DR

Volato Group (AVL) filed its proxy statement - shareholders vote soon on key company matters.

AI Summary

Volato Group, Inc. filed a definitive proxy statement (DEF 14A) on September 4, 2024, for its fiscal year ending December 31, 2024. The filing pertains to matters requiring shareholder approval, as is standard for proxy statements. The company, previously known as PROOF Acquisition Corp I until March 24, 2021, operates in the nonscheduled air transportation sector.

Why It Matters

This filing is crucial for shareholders as it outlines important corporate actions and proposals that will be voted on, impacting the company's governance and future direction.

Risk Assessment

Risk Level: low — This is a standard regulatory filing (DEF 14A) and does not inherently introduce new risks, but rather details existing corporate governance and shareholder voting processes.

Key Numbers

• 0001853070 — Central Index Key (Unique identifier for Volato Group, Inc. in SEC filings.)
• 4522 — SIC Code (Industry classification for nonscheduled air transportation.)

Key Players & Entities

• Volato Group, Inc. (company) — Registrant
• PROOF Acquisition Corp I (company) — Former company name
• 20240904 (date) — Filing date
• 20241003 (date) — Period of report

FAQ

Key Financial Figures

• $0.0001 — ares of Class A Common Stock, par value $0.0001 (the " common stock "), owning such sha

Filing Documents

• ny20034693x2_def14a.htm (DEF 14A) — 218KB
• logo_volato.jpg (GRAPHIC) — 40KB
• ny20034693x2_pc01.jpg (GRAPHIC) — 579KB
• ny20034693x2_pc02.jpg (GRAPHIC) — 569KB
• 0001140361-24-040007.txt ( ) — 1854KB

From the Filing

DEF 14A 1 ny20034693x2_def14a.htm DEF 14A TABLE OF CONTENTS 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 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 VOLATO 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 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. TABLE OF CONTENTS VOLATO GROUP, INC. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS Dear Stockholder: You are cordially invited to attend a Special Meeting of Stockholders (the " Special Meeting ") of Volato Group, Inc. (" we ," the " Company " or " Volato Group "). The virtual-only meeting will be held on October 3, 2024 at 9:00 a.m., Eastern Time via live webcast, providing stockholders with the ability to participate in the Special Meeting, vote their shares and ask questions. Time 9:00 a.m., Eastern Time Date October 3, 2024 Place The Special Meeting of Stockholders of Volato Group, Inc. will be conducted virtually via live webcast. You will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/SOAR2024SM, where you will be able to submit questions and vote online during the meeting. Purpose 1.Approval of Amendments to the Second Amended and Restated Certificate of Incorporation to Effect a Reverse Stock Split 2.Approval of an Amendment to the Second Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Class A Common Stock 3.Approval of an Amendment to the Second Amended and Restated Certificate of Incorporation to Allow Stockholders to Act by Written Consent. 4.Ratification of an Amendment to the Second Amended and Restated Bylaws to Reduce the Quorum Requirement from a Majority to Thirty-Three and One-Third Percent (33-1/3%) 5.Approval of an Adjournment of the Special Meeting Record Date The Board of Directors of the Company has fixed the close of business on September 3, 2024 as the record date for determining stockholders entitled to notice of and to vote at the meeting. Meeting Admission All stockholders as of the record date, or their duly appointed proxies, may attend the virtual meeting. In order to attend the Special Meeting, you must register in advance at www.virtualshareholdermeeting.com/SOAR2024SM and provide the control number located on the Notice of Availability or proxy card. Upon completing your registration, you will receive further instructions via email. Voting by Proxy If you are a stockholder of record, you may vote via the internet, by telephone or by submitting a proxy card by mail. If your shares are held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you may also have the choice of instructing the record holder as to the voting of your shares over the internet or by telephone. Follow the instructions on the voting instruction form you received from your broker or nominee. TABLE OF CONTENTS Holders of our shares of Class A Common Stock, par value $0.0001 (the " common stock "), owning such shares of record at the close of business on September 3, 2024 are entitled to attend and vote at the Special Meeting and any continuation or adjournment thereof. The enclosed Proxy Statement more fully describes the details of the business to be conducted at the Special Meeting. The Company does not contemplate discussing any other business at the meeting. Your vote is very important. Please vote whether or not you plan to attend the Special Meeting. Your promptness in voting will assist us in ensuring that a quorum is present or represented. The Notice of Internet Availability of Proxy Materials contains instructions on how to vote online or by telephone. If you have received a paper copy of our proxy materials, please mark, date, and sign and return the enclosed proxy card in the accompanying reply envelope to ensure receipt by our tabulator. You may also vote on-line or by phone by following the instructions contained in the accompanying Proxy Statement. Sincerely, /s/ Matthew Liotta Matthew Liotta Chair and Chief Executive Officer Chamblee, Georgia September 3, 2024 TABLE OF CONTENTS Table of Contents Page GENERAL INFORMATION 1 PROPOSAL 1: APPROVAL OF AMENDMENTS TO THE SECOND AMENDED AND RESTAT

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View this DEF 14A filing on SEC EDGAR