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NYSE: SKYH Sky Harbour Group Corp 8-K

Sky Harbour shareholders approve 1.5M share increase to equity incentive plan

Filed June 23, 2026 · Period ending June 18, 2026 · ~1 min read

4 key changes 2 sections

Key Changes

  • medium

    Stockholders approved adding 1.5 million Class A shares to the 2022 Incentive Award Plan, expanding the pool for future equity grants to employees, directors, and consultants with 95.7% support (47.6M for, 2.1M against).

  • low

    All seven director nominees elected to serve until 2027 annual meeting with 98.2%–99.9% support; Tal Keinan received lowest approval at 98.2% (48.8M for, 900K against), Alex Rozek highest at 99.9%.

  • low

    Say-on-pay vote passed with 99.7% approval (49.6M for, 135K against); shareholders selected three-year frequency for future advisory votes with 92.9% support.

  • low

    EisnerAmper LLP ratified as independent auditor for fiscal 2026 with 99.98% support (57.6M for, 13.5K against).

Summary

Sky Harbour held its 2026 annual meeting on June 18, with shareholders approving all proposals by wide margins. The most material outcome was approval of a 1.5 million share increase to the company's 2022 equity incentive plan, which passed with 95.7% support.

This expands the pool available for compensating employees, directors, and consultants through stock-based awards, providing management additional flexibility for talent retention and recruitment. All governance matters passed with strong support.

The seven-member board was re-elected with approval ranging from 98.2% to 99.9%, executive compensation received 99.7% approval, and the auditor ratification passed with near-unanimous support at 99.98%. Shareholders also selected a three-year frequency for future say-on-pay votes, aligning with the board's recommendation. The results reflect routine shareholder confidence in management and the board's stewardship.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added
Added Equity plan share reserve increase medium

Added in current filing · verify on EDGAR →

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.

Stockholders at the June 18, 2026 annual meeting approved adding 1,500,000 shares of Class A common stock to the company's 2022 Incentive Award Plan reserve. This expands the pool available for future equity compensation grants to employees, directors, and consultants. No other plan terms were modified.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~600 words

Sky Harbour held its 2026 annual meeting; shareholders elected seven directors, approved equity plan amendment, ratified auditor, and approved say-on-pay.

1 Added
Show 1 minor / wording change
Added Say-on-pay frequency low

Added in current filing · verify on EDGAR →

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

Shareholders selected a three-year frequency for future say-on-pay votes, consistent with the Board's recommendation. The triennial option received 92.9% support versus 7.1% for annual votes. The Board confirmed it will hold future advisory votes on executive compensation every three years.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 25, 2026 · How we verify