FLYEXCLUSIVE INC. 8-K

What Happened
FLYEXCLUSIVE, Inc. filed an Current Report on Form 8-K on December 30, 2025 reporting the results of its 2025 Annual Meeting of stockholders. Stockholders approved an amendment to the 2023 Equity Incentive Plan to increase the share reserve from 6,000,000 to 15,000,000 shares and approved an amendment to the Employee Stock Purchase Plan (ESPP) to increase the reserve from 1,500,000 to 2,500,000 shares. The Company’s Board had previously approved these amendments on September 10, 2025; the Proxy Statement describing the amendments was filed December 2, 2025. All seven director nominees were elected and Elliott Davis PLLC was ratified as the company’s independent registered public accounting firm for the 2025 fiscal year.

Key Details

• 2023 Equity Incentive Plan amended to increase reserved shares from 6,000,000 to 15,000,000 (approved by stockholders). Vote: 70,883,367 For; 137,569 Against; 5,197 Abstain; 979,319 Broker Non‑Votes.
• Employee Stock Purchase Plan amended to increase reserved shares from 1,500,000 to 2,500,000 (approved). Vote: 70,974,768 For; 36,737 Against; 14,628 Abstain; 979,319 Broker Non‑Votes.
• Seven directors elected to hold office until 2026: Gary Fegel; Michael S. Fox; Frank B. Holding, Jr.; Gregg S. Hymowitz; Peter B. Hopper; Thomas James Segrave, Jr.; Thomas James Segrave, Sr. (For votes ranged approximately 70.79M–70.96M each).
• Auditor ratified: Elliott Davis PLLC (Vote: 71,977,321 For; 2,039 Against; 26,092 Abstain).

Why It Matters

• The increases to the equity incentive plan and ESPP expand the pool of shares available for employee and director awards and employee purchases. That enables future hiring, retention and compensation programs but can also lead to future share dilution when awards are exercised or shares are issued.
• Re-election of the seven nominees and auditor ratification indicate continuity in the company’s governance and external audit relationship.
• Investors should note the concrete vote counts and amended share totals (15,000,000 and 2,500,000) as they consider potential future dilution and the company’s compensation strategy.