重大事件
即時報告
8-K
2026-06-23
Sky Harbour Group股東年會通過增發150萬股激勵計劃及選舉七名董事
AI 繁中摘要
Sky Harbour Group Corporation（SKYH）於2026年6月18日舉行股東年會，並於6月23日提交8-K表格匯報會上表決結果。以下是重點摘要：
📌 **股東批准修訂2022年激勵獎勵計劃**
股東以大比數通過將計劃預留發行的Class A普通股數目增加150萬股（贊成：47,649,011票；反對：2,122,060票；棄權：2,343票；經紀非投票：7,883,942票）。計劃其他條款維持不變。此舉為公司提供更多股權激勵空間，但可能對現有股東造成攤薄。
📌 **選舉七名董事**
所有獲提名董事均成功當選，任期至2027年股東年會。包括：Tal Keinan、Jody Gessow、Alethia Nancoo、Alex B. Rozek、Lysa Leiponis、Nick Wellmon及Jordan Moelis。各人獲得4,800萬至4,970萬股贊成票，反對票極少。
📌 **其他表決事項**
- 續聘EisnerAmper LLP為2026財政年度核數師：大比數通過（57,642,943贊成）。
- 非約束性「Say-on-Pay」投票：通過（49,634,762贊成）。
- 非約束性諮詢投票頻率：股東選擇「每三年一次」（46,178,244票支持三年期），董事會已確認將按此安排未來薪酬投票。
💡 **對投資者的潛在影響**
增加150萬股激勵股份有助公司吸引及留任人才，但需留意潛在攤薄效應。董事會選舉及核數師任命均獲廣泛支持，反映股東對現有管理層及治理架構的信心。Say-on-Pay以三年為期，減少年度表決成本。
🔍 此為8-K申報，非季度業績，重點在於股東表決結果及計劃修訂。投資者應關注未來股權激勵發行對每股盈利的影響。
展開英文正文
ysac20260618_8k.htm false 0001823587 0001823587 2026-06-18 2026-06-18 0001823587 skyh:ClassACommonStockParValue00001PerShareCustomMember 2026-06-18 2026-06-18 0001823587 skyh:WarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf1150PerShareCustomMember 2026-06-18 2026-06-18 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 18, 2026 Sky Harbour Group Corporation (Exact name of registrant as specified in its charter) Delaware 001-39648 85-2732947 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 136 Tower Road, Suite 205 Westchester County Airport White Plains, NY 10604 (Address of principal executive offices) (Zip Code) (212) 554-5990 Registrant’s telephone number, including area code (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.0001 per share SKYH The New York Stock Exchange Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share SKYH WS The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 18, 2026, Sky Harbour Group Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company's stockholders approved an amendment (the “Amendment”) to the Company's 2022 Incentive Award Plan (the “Incentive Award Plan”) to increase the number of shares of the Company's Class A common stock, par value $0.0001 per shares (“Common Stock”), reserved for issuance under the Incentive Award Plan by 1,500,000 shares of Class A Common Stock. The Amendment did not modify any other terms of the Incentive Award Plan. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. Item 5.07. Submission of Matters to a Vote of Security Holders. On June 18, 2026, the Company held its Annual Meeting. The Company’s stockholders voted on five proposals presented at the Annual Meeting, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). The following are the voting results of the proposals submitted to the Company’s stockholders at the Annual Meeting: Proposal 1 (Election of Directors) - The Company’s stockholders elected the following seven persons as directors of the Company, each to serve as such until the Company’s annual meeting of stockholders to be held in 2027, or until his or her respective successor is duly elected and qualified. The following table sets forth the voting results for each director nominee: Director Nominee For Against Abstain Broker Non-Votes Tal Keinan 48,750,298 900,289 122,827 7,883,942 Jody Gessow 49,392,366 48,171 332,877 7,883,942 Alethia Nancoo 49,384,413 54,211 334,790 7,883,942 Alex B. Rozek 49,716,988 55,934 492 7,883,942 Lysa Leiponis 49,384,463 56,065 332,886 7,883,942 Nick Wellmon 49,308,184 15,952 449,278 7,883,942 Jordan Moelis 49,395,476 43,582 334,356 7,883,942 Proposal 2 (Amendment to 2022 Incentive Award Plan) - The Company’s stockholders approved the Amendment to the Incentive Award Plan. The following table sets forth the voting results for this proposal: For Against Abstentions Broker Non-Votes 47,649,011 2,122,060 2,343 7,883,942 Proposal 3 (Ratification of EisnerAmper LLP) - The Company’s stockholders approved the proposal to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026. The following table sets forth the voting results for this proposal: For Against Abstentions 57,642,943 13,514 899 Proposal 4 (“Say-on-Pay”) - The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement. The following table sets forth the voting results for this proposal: For Against Abstentions Broker Non-Votes 49,634,762 134,564 4,088 7,883,942 Proposal 5 (“Frequency of Future Advisory Votes”) - Consistent with the recommendation of the Company's board of directors (the “Board”), the Company’s stockholders selected, on a non-binding advisory basis, three years as the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers. The following table sets forth the voting results for this proposal: Votes for 1 Year Votes for 2 Years Votes for 3 Years Abstentions Broker Non-Votes 3,548,221 7,189 46,178,244 39,760 7,883,942 Based on the results of Proposal 5, the Board has determined that the Company will hold future stockholder advisory votes on the compensation of its named executive officers every three years. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference. EXHIBIT INDEX Exhibit Number Exhibit Title 10.1 Amendment No. 1 to the Sky Harbour Group Corporation 2022 Incentive Award Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SKY HARBOUR GROUP CORPORATION Dated: June 23, 2026 By: /s/ Tal Keinan Tal Keinan Chief Executive Officer