Ast Spacemobile Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the ten director nominees named in the Proxy Statement to the Company’s Board of Directors for one-year terms expiring at the 2027 Annual Meeting.

2. 2

   Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm to audit the Company’s financial statements for fiscal year 2026.

3. 3

   Non-binding Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement, including the Compensation Discussion and Analysis, compensation tables and related narrative.

   More detail

   This non-binding advisory proposal asks stockholders to approve, on an advisory basis, the Company’s disclosed executive compensation for named executive officers, including the Compensation Discussion and Analysis, tables, and narrative. Management seeks shareholder approval to validate its pay-for-performance design, which emphasizes a substantial portion of compensation in performance-based and time-based equity (PSUs and RSUs) and annual cash incentives tied to revenue and operational milestones. The Compensation Committee engaged an independent consultant and used a peer group to set competitive pay levels; the disclosed 2025 program included modified PSUs, significant equity awards (including a December 2025 award to the CEO with a large performance component), and cash bonuses tied to a $75 million revenue goal and other operational targets. The Board argues approval supports retention of key executives during commercialization and aligns long-term incentives with the Company’s strategic objectives, noting prior strong say-on-pay support and that the vote is advisory; the Board will consider voting results in future decisions. Potential investor concerns include the scale and structure of CEO and senior executive equity grants (which can create high implied pay if performance targets are met), the company’s historical losses versus recent revenue growth, and the company’s controlled structure where the CEO-chair holds substantial voting power—factors that may influence perceptions of governance and alignment. The Board’s recommendation highlights governance safeguards (independent Compensation Committee, clawback policy, use of an independent consultant, and performance-based vesting), but shareholders must weigh pay levels and evaluation transparency (some operational targets are confidential) against the Company’s progress toward commercialization and capital-market milestones. Because the vote is advisory, approval would endorse management’s approach while disapproval would signal investor concern that the Board would need to address in its compensation program and disclosures.

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When is the Ast Spacemobile Inc 2026 annual meeting?

Ast Spacemobile Inc (ASTS) holds its 2026 annual shareholder meeting on Friday, June 12, 2026.

What is the record date for the Ast Spacemobile Inc 2026 meeting?

The record date for the Ast Spacemobile Inc 2026 meeting is Wednesday, April 22, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ast Spacemobile Inc's 2026 meeting?

The board is presenting 10 director nominees at the Ast Spacemobile Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ast Spacemobile Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Ast Spacemobile Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.