Unusual Machines Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five nominees—Allan Evans, Cristina A. Colón, Robert Lowry, Sanford Rich, and Jeffrey Thompson—to one-year terms expiring at the next annual meeting.

2. 2

   Ratification of the Selection of Ernst & Young LLP as 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 the Chief Executive Officer

   ManagementBoard: FOR

   Approve the issuance to CEO Allan Evans of warrants to purchase up to 5,000,000 common shares at $25 per share, vesting in five 1,000,000-share tranches when the stock’s average closing price over 20 consecutive trading days reaches $25, $40, $60, $80, and $100, respectively.

   More detail

   Proposal 3 asks stockholders to approve a warrant granted to CEO Allan Evans covering up to 5,000,000 common shares at a $25 exercise price. The award is divided into five equal tranches of 1,000,000 shares, with vesting tied exclusively to the stock achieving 20-trading-day average closing prices of $25, $40, $60, $80, and $100. Stockholder approval is a condition to vesting, exercise, and issuance of the underlying shares, and the warrant is automatically forfeited if approval is not obtained. If approval fails at the annual meeting, the Company must hold recurring special meetings every four months, subject to a 36-month outside date. Management states that Evans requested the award to align a substantial portion of his compensation with sustained stock-price appreciation and long-term stockholder value. The Compensation Committee used independent consultant Pearl Meyer to advise on award size, structure, exercise price, and performance thresholds, and determined that the consultant was independent. Evans agreed to receive no base cash compensation under the management services arrangement through December 31, 2026, which the committee viewed as supporting the pay-for-performance rationale. The Board highlights substantial revenue, asset, workforce, and market-capitalization growth during Evans’s tenure as CEO and argues that the warrant would help retain and motivate him. The award has no continued-service condition, so a tranche that vests remains exercisable even if Evans leaves the Company. The Board recommends approval because it believes the high thresholds and cash-compensation tradeoff align Evans’s interests with stockholders, although the proposal would authorize significant potential dilution and a substantial related-party equity award.

4. 4

   Adjournment of the Annual Meeting

   ManagementBoard: FOR

   Approve, if necessary, adjournment of the Annual Meeting to a later date or time to permit further solicitation and voting of proxies if there are insufficient votes to approve one or more proposals.

   More detail

   Proposal 4 asks stockholders to authorize an adjournment of the Annual Meeting if additional time is needed to obtain votes on one or more matters. The stated purpose is to permit further solicitation of proxies in favor of the proposals submitted for stockholder approval. The adjournment could be used if the meeting lacks sufficient votes, rather than necessarily lacking a quorum. Management emphasizes that stockholders who already submitted proxies may revoke them before those proxies are used. The proposal is procedural and does not itself change the substance of any other proposal. It may provide the Board additional flexibility to secure approval of the CEO warrant or other matters facing opposition or insufficient participation. The affirmative vote of a majority of votes cast is required. The proxy materials classify the matter as routine for broker discretionary voting purposes. The Board recommends voting FOR the adjournment authority to facilitate continued solicitation and voting if needed.

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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.