Airship Ai Holdings Inc.

12/12/2025 | Press release | Distributed by Public on 12/12/2025 16:28

Proxy Results (Form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.

Airship AI Holdings, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders on December 11, 2025. The results of the Annual Meeting are set forth below.

As of October 20, 2025, the record date, there were 34,175,563 shares of common stock outstanding eligible to vote at the meeting. Proxies representing 23,734,736 shares were received, or approximately 69.4% of the shares issued and outstanding and entitled to vote at the meeting; therefore, a quorum was present.

Each of the matters considered at the meeting was described in detail in the definitive proxy statement on Schedule 14A that the Company filed with the Securities and Exchange Commission on October 27, 2025.

Proposal No. 1 - To elect five directors to serve on the Board until the 2026 Annual Meeting of Stockholders.

The five director nominees proposed by the Company's Board of Directors were each re-elected to serve on the Board until the 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The final voting results for each nominee were as follows:

Election of Directors - Victor Huang

For

15,647,164

Withheld

1,463,310

Broker Non-Votes

6,624,262

Election of Directors - Derek Xu

For

16,507,200

Withheld

603,274

Broker Non-Votes

6,624,262

Election of Directors - Peeyush Ranjan

For

14,764,862

Withheld

2,345,612

Broker Non-Votes

6,624,262

Election of Directors - Louis Lebedin

For

16,143,929

Withheld

966,545

Broker Non-Votes

6,624,262

Election of Directors - Amit Mital

For

16,209,742

Withheld

900,732

Broker Non-Votes

6,624,262

Proposal No. 2 - To ratify the appointment of BPM, LLP of Santa Rosa, CA as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025

Stockholders voted to ratify the appointment of BPM, LLP of Santa Rosa, CA as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results were as follows:

Ratification of BPM LLP as the independent registered

For

23,115,984

public accounting firm

Against

495,976

Withheld

122,775

Proposal No. 3 - To approve an amendment to the Airship AI Holdings, Inc. 2023 Amended and Restated Equity Incentive Plan, to increase the number of shares of the Company's common stock authorized for issuance pursuant to awards granted under the plan by 2,000,000 shares

Stockholders voted to approve an amendment to the Equity Incentive Plan, to increase the number of shares of the Company's common stock authorized for issuance pursuant to awards granted under the plan by 2,000,000 shares. The final voting results were as follows:

Approve the Airship AI Holdings, Inc. 2023 Amended and Restated

For

14,349,047

Equity Incentive Plan, to increase the number of shares of the

Against

2,699,517

Company's common stock authorized for issuance pursuant to

Withheld

61,910

awards granted under the plan by 2,000,000 shares

Broker Non-Votes

6,624,262

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