DEF 14A of Unusual Machines, Inc., Mar 25, 2024

DEF 14A of Unusual Machines, Inc.

Filed Mar 25, 20240001683168-24-001667

Open on EDGAR

  1. Interest of Our Directors and Executive Officers in the Nevada Reincorporation

    Interest of Our Directors and Executive Officers in the Nevada Reincorporation Our directors and executive officers may have interests in the Nevada Reincorporation transaction that are different from, or in addition to, the interests of the stockholders generally. For example, the Nevada Reincorporation provides our officers and directors more clarity and certainty in the reduction of their potential personal liability and strengthens the ability of directors to resist coercive and inadequate takeover bids. See the discussion beginning on page 3 for information on Allan Evans’ special tax benefits. The Board has considered these interests, among other matters, in reaching its decision to approve the Nevada Reincorporation and to recommend that our stockholders vote in favor of this proposal.

  2. CHARTER DOCUMENTS, DIRECTORS AND OFFICERS

    CHARTER DOCUMENTS, DIRECTORS AND OFFICERS 2.1 Articles of Incorporation. The Articles of Incorporation of the Surviving Corporation shall read as set forth on Exhibit A hereto. The Certificate of Designation of Preferences, Rights and Limitation of Series B (the “Certificate of Designation”) of the Surviving Corporation shall read as set forth on Exhibit B hereto. 2.2 Bylaws. The Bylaws of UMAC Nevada as in effect immediately prior to the Effective Time shall continue in full force and effect as the Bylaws of the Surviving Corporation, until amended in accordance with the provisions thereof and applicable law. 2.3 Directors and Officers. The directors and officers of UMAC Puerto Rico immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation, with such directors and officers serving as such until their successors shall have been duly elected and qualified or until as otherwise provided by law or the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.