Virgin Galactic Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine director nominees to the Board for one-year terms.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.

3. 3

   Say-on-Pay: Advisory Vote to Approve Compensation of Named Executive Officers

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   The proposal requests an advisory approval of the Company’s 2025 executive compensation program, encompassing base salaries, annual incentives, long-term incentives (RSUs and LTIP), retention payments, and other benefits described in the Compensation Discussion and Analysis. Management seeks endorsement to demonstrate stockholder support for pay-for-performance design changes including increased weighting of performance-based awards (50% for CEO and other NEOs), and other features such as clawbacks and stock ownership guidelines. The vote is non-binding but used by the Compensation Committee to inform future decisions; it follows a 54.2% approval in 2025 which prompted enhanced engagement with institutional investors and program adjustments. The Board recommends a FOR vote on the grounds that the program promotes long-term value creation, retention, and alignment with stockholder interests. The company’s limited-revenue profile, significant at-risk compensation, and the adoption of LTIP cash awards due to limited share availability are contextual factors. Institutional investor engagement and the Compensation Committee’s use of independent consultants further frame the management case for approval. Potential shareholder concerns include realization shortfalls on PSUs/PSOs granted previously and overall dilution from equity plans; management addresses these via performance-based metrics and plan governance.

4. 4

   Approval of the Fourth Amended and Restated 2019 Incentive Award Plan

   ManagementBoard: FOR

   Approve the Fourth Amended and Restated Virgin Galactic Holdings, Inc. 2019 Incentive Award Plan to increase the share reserve by 9,450,000 shares and extend the plan term through June 11, 2036.

   More detail

   The proposal asks stockholders to approve the Fourth Amended and Restated 2019 Incentive Award Plan, which would add 9.45 million shares and extend the plan term. Management argues this is necessary to continue granting equity to attract, retain and align employees, executives and directors. The plan contains many investor-friendly governance features—no evergreen increases, minimum 1-year vesting for most awards, prohibition of repricing without stockholder approval, no liberal share recycling, annual director limits, and clawback application—mitigating dilution and governance concerns. The board’s analysis included historical burn rates, anticipated grant needs, and considerations about cash vs. equity compensation; the board concluded the requested increase is reasonable to support planned retention and incentive programs through anticipated ramp-up of commercial operations. Key contextual factors include the company’s heavy reliance on equity compensation, limited share availability under the existing plan, recent high grant volumes in 2025, and the use of cash-settled LTIP awards due to share scarcity. The Board recommends a FOR vote.

5. 5

   Advisory Vote on Frequency of Future Say-on-Pay Votes

   ManagementBoard: FOR

   Advisory (non-binding) vote to indicate stockholder preference on how often the company should hold advisory votes on executive compensation (one, two, or three years); the Board recommends one year.

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When is the Virgin Galactic Holdings Inc 2026 annual meeting?

Virgin Galactic Holdings Inc (SPCE) holds its 2026 annual shareholder meeting on Thursday, June 11, 2026.

What is the record date for the Virgin Galactic Holdings Inc 2026 meeting?

The record date for the Virgin Galactic Holdings Inc 2026 meeting is Wednesday, April 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Virgin Galactic Holdings Inc's 2026 meeting?

The board is presenting 9 director nominees at the Virgin Galactic Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Virgin Galactic Holdings Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Virgin Galactic Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.