NextNav Inc. (NN)
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May 22, 2026, 2:27 PM EDT - Market open
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AGM 2026

May 21, 2026

Operator

Good day. Welcome to the NextNav Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Mariam Sorond. Please go ahead.

Mariam Sorond
Board Chair and CEO, NextNav

Thank you. Good afternoon, and welcome to NextNav's 2026 Annual Meeting of Stockholders. I am Mariam Sorond, Chief Executive Officer and Board Chair of NextNav, and I will be presiding over this meeting. It is now just after 12:00 A.M., and I hereby call the meeting to order. Joining me today are Tim Gray, our Chief Financial Officer, and Jim Black, our General Counsel and Secretary. Also joining are my fellow board members of the board of directors. In addition, we have representatives from Ernst & Young, NextNav's independent audit firm, who will be available to respond to questions. Mr. Black will serve as secretary of the meeting, and Cynthia Scotland, representative of Broadridge Financial Solutions, will serve as the inspector of elections. A copy of the oath of the inspector will be made a part of the record for this meeting.

The formal portion of this meeting will consist of two parts. First, the formalities necessary to establish the validity of the meeting, and second, the meeting's formal business. Because we have not received advance notice from any of our stockholders of any other matters to be considered at today's meeting, no other proposals may be properly introduced by stockholders. Following the conclusion of the formal portion of this meeting, we will hold a question and answer session. If a stockholder has a question about 1 of our proposals, the question may be submitted before we conclude the meeting in the designated field provided in the web portal. I now ask that Mr. Black report on the existence of a quorum.

Jim Black
General Counsel and Corporate Secretary, NextNav

Thank you, Mariam. As noted in the notice of Annual Meeting made available to stockholders, the record date for this meeting was March 24th, 2026. I have an affidavit from Broadridge Financial Solutions certifying that the proxy materials relating to the company's Annual Meeting being held today were distributed to each stockholder as of the record date. The list of stockholders of record has been made available for examination for any purpose germane to the meeting during ordinary business hours at the principal place of business of the company. As of the close of business on the record date, there were 136,028,193 shares of our common stock outstanding and entitled to vote. The holders of a majority of these shares, either present by remote communication or by proxy, constitute a quorum.

We have been informed by the Inspector of Elections that 80,814,829 shares of common stock, or approximately 59.4% of all shares outstanding as of the record date, are present in person or by proxy. A quorum is therefore present, and this annual meeting of stockholders is properly and legally convened for the purpose of transacting business properly before it.

Mariam Sorond
Board Chair and CEO, NextNav

Thank you, Jim. I now declare the polls open. Please note that voting during this meeting will revoke any previously submitted proxy or voting instruction. As a reminder, attending this meeting will not cause your previously submitted proxy or voting instruction to be revoked. The polls will be closed to voting after we go through the proposals to be voted on. The first proposal is the election of 10 directors to NextNav's board of directors, each to serve until the 2027 Annual Meeting of Stockholders or until such person's successor is duly elected and qualified. The director nominees are Mariam Sorond, Bandel L. Carano, Lisa Hook, Wyman Howard, Alan Howe, Jonathan Marcus, John Muleta, Nicola Palmer, Lorin Selby, and Neil Subin. The board recommends a vote for all of the director nominees.

The second and final proposal is the ratification of the appointment of Ernst & Young LLP as NextNav's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The board recommends a vote for the ratification. If you would like to make any remarks concerning either of these proposals, please submit your comments and questions through the designated field on the web portal. Jim, are there any questions relating to the proposals at this time?

Jim Black
General Counsel and Corporate Secretary, NextNav

No, Mariam, we don't have any questions.

Mariam Sorond
Board Chair and CEO, NextNav

Thank you. I now declare the polls closed. I ask that the secretary note the time of the closing of the polls in the minutes and that the Inspector of Elections tabulate the votes. Jim, please report the preliminary voting results when ready.

Jim Black
General Counsel and Corporate Secretary, NextNav

Thank you. The Inspector of Elections has informed me that the votes have been tabulated and that on Proposal Number 1, having received a plurality of the votes cast by holders of the shares of our common stock present by remote communication or represented by proxy at this meeting and entitled to vote on the election of directors, the 10 director nominees have each been elected to serve as members of NextNav's board of directors until the 2027 Annual Meeting of Stockholders or until such person's successor is duly elected and qualified.

On proposal number two, having received the affirmative vote of the holders of a majority of shares of common stock present by remote communication or represented by proxy at this meeting and entitled to vote on this matter, the appointment of Ernst & Young LLP as NextNav's independent registered public accounting firm for the fiscal year ending December 31st, 2026 has been ratified. The Inspector of Elections will prepare a written certificate documenting the results of the voting and other required matters.

Mariam Sorond
Board Chair and CEO, NextNav

Thank you, Jim. There being no further business to be transacted at this meeting, I declare the formal meeting adjourned. I would now like to move to the question and answer portion of our meeting. You will now have the opportunity to submit questions in the designated field on the web portal on your screen. We will endeavor to answer as many submitted questions as time permits. However, we reserve the right to exclude questions that are not pertinent to meeting matters or company business or are inappropriate.

Jim Black
General Counsel and Corporate Secretary, NextNav

There are no questions, at this time pertinent to meeting matters or otherwise appropriate to address.

Mariam Sorond
Board Chair and CEO, NextNav

Thank you, Jim. There being no questions, our meeting is concluded. Thank you all for attending today's meeting and for your continued support of NextNav.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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