Unusual Machines Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five directors to serve one-year terms until the next annual meeting of stockholders.

2. 2

   Ratification of the Selection of our Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Approval of the Issuance of Warrants to our Chief Executive Officer

   ManagementBoard: FOR

   Approve issuance of a warrant to CEO Dr. Allan Evans to purchase up to 5,000,000 shares of common stock with a $25 exercise price and performance-based vesting tied to multi-tiered sustained stock price thresholds.

   More detail

   This management proposal requests shareholder approval to issue a warrant to CEO Dr. Allan Evans covering up to 5,000,000 shares with a $25 exercise price and vesting in five 1,000,000-share tranches tied to sustained 20-day average stock-price thresholds ($25, $40, $60, $80, $100). Management and the Compensation Committee, having engaged independent consultant Pearl Meyer, argue the award aligns the CEO’s compensation with long-term stockholder value because Dr. Evans agreed to forgo base cash compensation and will only realize value upon sustained and significant stock-price appreciation. The Compensation Committee relied on Pearl Meyer’s market analysis, considered the size and exercise price reasonable, and viewed the high thresholds as evidence of a strong pay-for-performance design intended to retain and incentivize the CEO. The Warrant’s exercisability and issuance are expressly conditioned on shareholder approval and, if not approved, will be forfeited; the Company commits to continued solicitation, including calling special meetings if necessary, during a 36‑month outside date. Notably, there is no service-based vesting requirement — vesting depends solely on stock-price performance and once vested the tranches remain exercisable regardless of continued service, a feature that reduces ongoing retention leverage but increases direct alignment with market valuation. This raises governance considerations: the recipient is the CEO and Chairman, a related-party recipient of substantial equity, which increases potential conflicts and makes the Board’s independent process (Compensation Committee, external consultant) materially important to evaluate. The high performance thresholds and consultant involvement partially mitigate concerns around dilution and related-party approvals, but the absence of continued service conditions and the large potential dilution (5,000,000 shares) justify shareholder scrutiny of the award’s expected dilutive impact, valuation, and whether thresholds are calibrated to realistic, but demanding, performance. Given the Compensation Committee’s rationale, the Board’s recommendation, and the materiality of the award to both governance and capital structure, shareholders must weigh retention and incentive benefits against dilution and conflict-of-interest risks when considering this Proposal 3.

4. 4

   Adjournment of the Annual Meeting

   ManagementBoard: FOR

   Authorize adjournment of the Annual Meeting to a later date/time, if necessary, to permit further solicitation and voting of proxies if there are not sufficient votes to approve any of the proposals at the time of the meeting.

   More detail

   This management proposal seeks authority to adjourn the Annual Meeting to a later date or time if there are insufficient votes to approve any of the proposals at the time of the meeting, allowing the Company to continue soliciting proxies and enabling previously submitted proxies to be revoked prior to their use. The measure is procedural and intended to protect the Company’s ability to secure the necessary approvals without reconvening a separate meeting under short notice, preserving administrative efficiency and allowing fuller shareholder participation. The Board frames this as a contingency step to ensure that non-routine proposals—particularly those for which brokers lack discretionary voting authority—can be decided with an adequate vote tally. From a governance perspective, approval of adjournment is neutral but can materially affect outcomes for contentious items by giving management more time to influence or persuade shareholders; thus shareholders should consider whether additional solicitation time is appropriate in the context of the substantive proposals at issue. The vote required is a majority of votes cast, and the Board recommends voting for the adjournment as a procedural mechanism to facilitate reaching required vote thresholds. Given the Company has already recommended votes "For" on all substantive items, granting adjournment authority increases the likelihood management’s slate and the CEO award receive sufficient shareholder approval if initially short. While customary, adjournment votes can be sensitive when used to extend solicitation around controversial proposals, so shareholders concerned about undue influence should weigh the company’s track record and the specifics of outstanding proposals before supporting this contingency.

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When is the Unusual Machines Inc 2026 annual meeting?

Unusual Machines Inc (UMAC) holds its 2026 annual shareholder meeting on Monday, October 5, 2026.

What is the record date for the Unusual Machines Inc 2026 meeting?

The record date for the Unusual Machines Inc 2026 meeting is Thursday, August 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Unusual Machines Inc's 2026 meeting?

The board is presenting 5 director nominees at the Unusual Machines Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Unusual Machines Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Unusual Machines Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.