Unusual Machines (UMAC) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on October 5, 2026, with no in-person attendance allowed.

• Stockholders will vote on electing five directors, ratifying Ernst & Young LLP as auditor, approving a warrant grant to the CEO, and potentially adjourning the meeting if needed.

• Record date for voting is August 6, 2026, with 49,956,505 shares of common stock outstanding and entitled to vote.

• Proxy materials are distributed primarily online to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Four main proposals: election of five directors, auditor ratification, CEO warrant grant, and adjournment if necessary.

• Election of directors requires a plurality; other proposals require a majority of votes cast.

• Proposals 2 and 4 are considered routine and allow broker discretionary voting; Proposals 1 and 3 are non-routine.

• Stockholders can submit proposals for the 2027 meeting by April 26, 2027, following SEC and bylaw requirements.

Board of directors and corporate governance

• Board consists of five members, with three independent directors and two non-independent (CEO and a related party director).

• Three standing committees: Audit, Compensation, and Corporate Governance/Nominating, all comprised of independent directors.

• Board held 13 meetings in 2025; all directors attended over 75% of meetings.

• Board leadership combines CEO and Chairman roles, with independent committees providing oversight.

• Code of Ethics and Insider Trading Policy are in place, with a clawback policy for executive compensation.