2 nominees · 2 ballot items.
Elect two Class II directors; Ratify Ernst & Young LLP as independent registered public accounting firm; Consider other business that may properly come before the meeting.
Elect the two Class II nominees (Tom Killalea and Miguel Gutiérrez) to the Board for three-year terms expiring at the 2029 Annual Meeting.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
This proposal asks shareholders to ratify the Audit Committee’s selection of Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026. Management and the Audit Committee are seeking shareholder approval as a governance best practice, though ratification is not strictly required by the company’s bylaws. The Audit Committee conducted a comprehensive review of EY’s independence, objectivity, staff qualifications, national footprint, historical performance, PCAOB inspection reports, fees, and potential impact of changing auditors and concluded that EY is independent and well-qualified to audit Satellogic’s consolidated financial statements. The Audit Committee also considered EY’s policies on rotation of key audit personnel and determined those policies adequate; it will also be involved in partner selection when rotation occurs. The Audit Committee recommends ratification because it believes EY’s expertise and national reach best match Satellogic’s business complexity and the company’s needs. If shareholders do not ratify the selection, the Audit Committee will reconsider whether to retain EY but may still retain the firm; the Audit Committee retains the right to change the independent registered public accounting firm at any time if it concludes a change is in the company’s best interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Liberty 77 Capital L.P. | 13.5% | 20,000,000 | $109M |
| 2 | CANTOR FITZGERALD, L. P. | 6.7% | 9,988,738 | $54M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 2.5% | 3,658,337 | $20M |
| 4 | BlackRock, Inc. | 2.0% | 2,974,469 | $16M |
| 5 | Nuveen, LLC | 1.8% | 2,706,645 | $15M |
| 6 | MILLENNIUM MANAGEMENT LLC | 1.8% | 2,686,783 | $15M |
| 7 | SOFTBANK GROUP CORP. | 1.7% | 2,582,645 | $14M |
| 8 | BlackRock, Inc. | 1.7% | 2,466,492 | $13M |
| 9 | STATE STREET CORP | 1.2% | 1,740,506 | $9M |
| 10 | D. E. Shaw Co., Inc.Activist | 1.1% | 1,692,837 | $9M |
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