✉️ What This Document Is

This document is an Amendment No. 1 to Voyager Technologies, Inc.'s Definitive Proxy Statement. Think of a proxy statement as a comprehensive instruction manual for stockholders, telling you exactly how and why you should vote your shares at an Annual Meeting.

The Amendment No. 1 itself is very minor, simply ensuring that the proxy card is included as an appendix. 👉 The main takeaway is that this document provides all the necessary details—from director bios to corporate governance rules—for stockholders who will vote at the Annual Meeting.

🌐 Company Identity & Purpose

Voyager Technologies, Inc. is a company that operates in the advanced technology and space sectors, suggesting a focus on complex, future-facing industries.

The primary goal of the proxy statement is to solicit votes on several key issues that will shape the company's immediate and long-term structure and governance.

👉 The reader should expect to find information on corporate governance standards, specific director elections, and major strategic changes, including a shift of the company's legal domicile.

🗓️ The Annual Meeting Details

The Annual Meeting of Stockholders is a crucial date for investors, as it determines the leadership and corporate structure for the coming years.

• Date & Time: The meeting is scheduled for May 29, 2026, starting at 10:00 a.m. Mountain Time.
• Format: The meeting will be held virtually-only, meaning stockholders cannot attend in person.
• Voting Mechanism: Stockholders can vote online via www.virtualshareholdermeeting.com/VOYG2026 or by proxy using specific instructions.
• Record Date: To be entitled to vote, a stockholder must be on record as of the close of business on April 1, 2026.

🗳️ Key Voting Proposals

The Annual Meeting has four distinct proposals, each requiring a vote. These votes directly affect who runs the company and where the company is legally based.

• Proposal 1: Election of Directors: Stockholders vote to elect three nominees—Gabe Finke, Marian Joh, and Matthew Kuta—as Class I directors for a three-year term expiring at the 2029 Annual Meeting.
  • Why it matters: Director elections determine the board's oversight and strategic direction, making this a fundamental vote for shareholders.
• Proposal 2: Ratification of PwC: Stockholders are asked to ratify the appointment of PricewaterhouseCoopers (PwC) as the independent public accounting firm for the fiscal year ending December 31, 2026.
  • Why it matters: PwC's ratification vote ensures the company's financial reports are audited by a specific, independent firm.
• Proposal 3: Redomestication: Stockholders vote to approve converting the company from Delaware to Texas.
  • Why it matters: Changing the state of incorporation (redomestication) is a major legal change that can impact tax structure, corporate law, and operational ease.
• Proposal 4: Adjournment: Stockholders vote to approve an adjournment of the meeting, if necessary, to gather more proxies if Proposal 3 does not pass.

👥 Board Leadership & Structure

This section outlines who is in charge of guiding the company. It reveals how the Board operates and how leadership roles are distributed.

• Leadership Structure: Dylan Taylor currently serves as both the Chairman and the CEO. The Board has determined that having one leader for both roles "minimizes the potential for confusion or duplication of efforts, and provides clear leadership and accountability."
• Controlled Company Status: The Company is deemed a "controlled company" because Dylan Taylor beneficially owns a majority of the voting power through his Class B Common Stock. This status allows the company to elect not to comply with certain corporate governance rules (like requiring all directors and committee members to be independent).
• Board Composition: The Board of Directors currently consists of seven members, divided into three classes (Class I, II, and III), with approximately one-third elected annually.
• 🔥 Committee Oversight: The Board uses specialized committees to handle risk and governance. The Audit Committee (chaired by Marian Joh, with members Gabe Finke and Alan Stern) is responsible for overseeing financial reporting, auditing, and cybersecurity risks. The Compensation Committee (chaired by Gabe Finke, with members William Shelton, Cheryl Shavers, and Alan Stern) handles executive compensation and incentives. The Nominating and Corporate Governance Committee (chaired by William Shelton, with members Cheryl Shavers, Marian Joh, and Alan Stern) focuses on identifying and recommending future board candidates.

📜 Corporate Governance Standards

The Company is committed to specific rules designed to protect shareholders and ensure ethical operations.

• Commitment to Ethics: The Board has adopted a written Code of Business Conduct and Ethics applicable to all directors, officers, and employees.
• Risk Oversight: The Board monitors general risks, including regulatory/legal, financial/liquidity, and strategic planning risks. The three committees (Audit, Compensation, Nominating & Corporate Governance) assist in this function.
• Independence: The Board determined that Alan Stern, Cheryl Shavers, Gabe Finke, Marian Joh, and William Shelton all qualify as "independent directors," meaning they do not have material relationships with the company that could compromise their objectivity.
• 👉 Investor Communication: Any interested parties can communicate with the Board by writing to the Corporate Secretary at the Denver, CO address provided in the filing.

💰 Executive Compensation & Shares

These sections detail how directors and officers are paid and who owns the company's stock.

• Non-Employee Director Compensation: The compensation policy established an annual cash retainer of $100,000 for non-employee directors. This is supplemented by committee-specific fees (e.g., $25,000 for the Audit Committee Chair) and an annual equity award (restricted stock units) with a grant date fair value of $155,000.
• Director Compensation Table (Fiscal Year Ended Dec. 31, 2025): The compensation paid to the non-employee directors totaled several million dollars, with Marian Joh receiving the highest total compensation of $646,265.
• Outstanding Shares: As of March 31, 2026, there were 53,389,837 shares of Class A Common Stock and 5,758,566 shares of Class B Common Stock outstanding.
• Beneficial Ownership: Dylan Taylor, through his holdings, is the single largest shareholder, holding 11.5% of the total voting power (and 100.0% of the Class B Common Stock).

👔 The People: Officers & Directors

This section provides deep background on the key individuals leading the company.

• Chief Executive Officer: Dylan Taylor has served as CEO since August 2019. His background includes executive roles at Colliers International Group Inc. and founding Space for Humanity.
• Chief Financial Officer (CFO): Filipe De Sousa has served since October 2022, bringing experience from Polaris Inc. and Xylem, Inc.
• Chief Legal Officer: Margaret Vernal has served since March 2024, bringing a legal background with a Master of Laws in Space, Cyber and Telecommunications Law.
• President, Defense & National Security: Matthew Magaña has served since October 2024, with background experience at Raytheon Technologies (RTX) and Blue Canyon Technologies.
• Key Director Biographies: The backgrounds are highly specialized, emphasizing aerospace and tech. For example, Marian Joh has "more than 30 years of leadership experience across aerospace, robotics, and advanced technology organizations." Similarly, General William Shelton has extensive experience commanding space operations units at every level within the Air Force.

💡 Process and Logistics

This section is critical for stockholders to know how to vote and what to expect during the meeting.

• Voting Options: Stockholders can vote via Internet, Telephone, or Mail.
• Deadline: Internet and telephone voting close at 11:59 p.m. Eastern Time on May 28, 2026.
• Quorum Requirement: A quorum (a majority in voting power) must be present for any business to be conducted. The proxy statement notes that broker non-votes do count toward establishing a quorum.
• Voting Rules: The required votes vary by proposal:
  • Directors (Proposal 1): Requires the plurality of votes cast (the three nominees with the most "FOR" votes win).
  • Redomestication (Proposal 3): Requires the affirmative vote of a majority of the outstanding voting power of the Common Stock.

📣 How to Get Info & Contact

This final section serves as the roadmap for shareholders.

• Online Access: All materials are primarily available online via the Internet Notice and can be accessed on www.proxyvote.com.
• Printed Copies: If physical materials are preferred, stockholders must follow specific instructions included in the notice.
• Requests for Physical Copies: To receive separate physical copies if sharing an address (householding), contact Broadridge Financial Solutions, Inc. at 1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
• Corporate Secretary: Corporate correspondence should be sent to: Voyager Technologies Inc., 1225 17th Street, Suite 1100, Denver, CO 80202, Attention: Corporate Secretary.

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🧠 The Analogy

Voting at this Annual Meeting is like deciding which coach will run a professional sports team. The board members (the current coaches) present their record, qualifications, and vision (the proposals). You, the stockholder (the owner), are deciding if you trust the existing management's playbooks (the compensation and committee structures) and if you are okay with the team moving to a new city (the redomestication).

🧩 Final Takeaway

This highly structured proxy statement dictates that the most critical votes are the election of the directors and the proposed shift from Delaware to Texas. Understanding the board's composition, leadership structure, and the vote requirements for these proposals is paramount to understanding the company's future risk and operational jurisdiction.