--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-298927" form_type: "8-K" ticker: "FLYX" cik: "0001843973" company_name: "FLYEXCLUSIVE INC." filed_at: "2023-12-20T23:59:59+00:00" generated_at: "2026-06-07T10:04:15.089335+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # EG Acquisition Corp. shareholders approve flyExclusive business combination; Annual Meeting postponed to Dec 27 ## Summary - Shareholders voted 97% in favor (90% of outstanding shares) of the business combination with flyExclusive. - NYSE American listing transfer delayed pending review; EGGF and EGGFW continue trading on NYSE. - Annual Meeting postponed from Dec 22 to Dec 27, 2023, to consider extension proposal. - Redemption deadline extended to Dec 22, 2023; previous redemptions automatically roll over. ## SEC filing metadata - accession: 0001193125-23-298927 - form_type: 8-K - ticker: FLYX - cik: 0001843973 - company_name: FLYEXCLUSIVE INC. - filed_at: 2023-12-20T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1843973/000119312523298927/0001193125-23-298927-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1843973/000119312523298927/d667395d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-298927 - JSON: https://secwatch.observer/filing/0001193125-23-298927.json - Plain text: https://secwatch.observer/filing/0001193125-23-298927.txt ## Key facts - Shareholder Votes FLYEXCLUSIVE INC. shareholders approved Provide that each share of PubCo Class A and Class B common stock entitles holder to one vote on all matters at the 2023-12-18 meeting. - Outcome: passed - Meeting: 2023-12-18 source text: Votes For Votes Against Abstentions 8,826,651 240,266 500 The Transaction Proposal was approved. Approval of Proposal 2 - The NYSE Proposal - to approve, assuming the Transaction Proposal is approved and adopted, for purposes of complying with applicable NYSE listing rules, the issuance by PubCo, as successor to the Company, of PubCo Common Stock in the Business Combination in an amount equal to 20% or more of the amount of the Company’s issued and outstanding common stock immediately prior to the issuance. evidence_url: https://www.sec.gov/Archives/edgar/data/1843973/000119312523298927/0001193125-23-298927-index.htm - Shareholder Votes FLYEXCLUSIVE INC. shareholders approved Approve and adopt the Amended and Restated PubCo Charter at the 2023-12-18 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-12-18 source text: The Charter Proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1843973/000119312523298927/0001193125-23-298927-index.htm - Shareholder Votes FLYEXCLUSIVE INC. shareholders approved Provide that number of directors of PubCo will be fixed by board vote, initially seven at the 2023-12-18 meeting. - Outcome: passed - Meeting: 2023-12-18 source text: Votes For Votes Against Abstentions 8,826,651 240,266 500 The Transaction Proposal was approved. Approval of Proposal 2 - The NYSE Proposal - to approve, assuming the Transaction Proposal is approved and adopted, for purposes of complying with applicable NYSE listing rules, the issuance by PubCo, as successor to the Company, of PubCo Common Stock in the Business Combination in an amount equal to 20% or more of the amount of the Company’s issued and outstanding common stock immediately prior to the issuance. evidence_url: https://www.sec.gov/Archives/edgar/data/1843973/000119312523298927/0001193125-23-298927-index.htm - Shareholder Votes FLYEXCLUSIVE INC. shareholders approved Increase total authorized shares and classes of stock of PubCo at the 2023-12-18 meeting. - Outcome: passed - Meeting: 2023-12-18 source text: Votes For Votes Against Abstentions 8,745,632 321,285 500 Proposal 3(a) was approved. Approval of Proposal 3(b) – to provide for certain additional changes, including among other things, (i) changing the post-Business Combination corporate name from “EG Acquisition Corp.” to “flyExclusive, Inc.,” (ii) making PubCo’s corporate existence perpetual, and (iii) removing certain provisions related to EG’s status as a blank check company that will no longer apply upon the consummation of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1843973/000119312523298927/0001193125-23-298927-index.htm - Shareholder Votes FLYEXCLUSIVE INC. shareholders approved Provide that PubCo Bylaws may only be amended by majority vote of voting stock at the 2023-12-18 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-12-18 source text: Votes For Votes Against Abstentions 8,745,632 321,285 500 Proposal 3(a) was approved. Approval of Proposal 3(b) – to provide for certain additional changes, including among other things, (i) changing the post-Business Combination corporate name from “EG Acquisition Corp.” to “flyExclusive, Inc.,” (ii) making PubCo’s corporate existence perpetual, and (iii) removing certain provisions related to EG’s status as a blank check company that will no longer apply upon the consummation of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1843973/000119312523298927/0001193125-23-298927-index.htm - Shareholder Votes FLYEXCLUSIVE INC. shareholders approved Provide for certain additional charter changes including name change, perpetual existence, and removal of blank check provisions at the 2023-12-18 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-12-18 source text: Votes For Votes Against Abstentions 8,826,651 240,266 500 The Transaction Proposal was approved. Approval of Proposal 2 - The NYSE Proposal - to approve, assuming the Transaction Proposal is approved and adopted, for purposes of complying with applicable NYSE listing rules, the issuance by PubCo, as successor to the Company, of PubCo Common Stock in the Business Combination in an amount equal to 20% or more of the amount of the Company’s issued and outstanding common stock immediately prior to the issuance. evidence_url: https://www.sec.gov/Archives/edgar/data/1843973/000119312523298927/0001193125-23-298927-index.htm - Shareholder Votes FLYEXCLUSIVE INC. shareholders approved Election of seven directors of the PubCo Board by holders of EG Class B Common Stock at the 2023-12-18 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-12-18 source text: The Director Election Proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1843973/000119312523298927/0001193125-23-298927-index.htm - Shareholder Votes FLYEXCLUSIVE INC. shareholders approved Approve issuance of PubCo Common Stock in the Business Combination in excess of 20% for NYSE listing rules at the 2023-12-18 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-12-18 source text: The NYSE Proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1843973/000119312523298927/0001193125-23-298927-index.htm - Shareholder Votes FLYEXCLUSIVE INC. shareholders approved Approve and adopt the PubCo 2023 Incentive Award Plan at the 2023-12-18 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-12-18 source text: The PubCo Equity Incentive Plan Proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1843973/000119312523298927/0001193125-23-298927-index.htm - Shareholder Votes FLYEXCLUSIVE INC. shareholders approved Approve and adopt the Equity Purchase Agreement for the business combination at the 2023-12-18 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-12-18 source text: The Transaction Proposal was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1843973/000119312523298927/0001193125-23-298927-index.htm - Shareholder Votes FLYEXCLUSIVE INC. shareholders approved Provide that number of authorized shares of any class may be increased or decreased by majority vote of voting stock at the 2023-12-18 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-12-18 source text: Votes For Votes Against Abstentions 8,826,650 240,267 500 The NYSE Proposal was approved. Approval of Proposal 3 – The Charter Proposal - to approve and adopt, assuming the Transaction Proposal and the NYSE Proposal are approved and adopted, the A&R PubCo Charter, which, if approved, would take effect upon the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1843973/000119312523298927/0001193125-23-298927-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.