Sky Harbour Group Corp 8-K

What Happened

• Sky Harbour Group Corporation held its 2026 Annual Meeting of Stockholders on June 18, 2026 (reported on Form 8-K filed June 23, 2026). Stockholders approved an amendment to the Company’s 2022 Incentive Award Plan to increase the number of Class A common shares reserved for issuance by 1,500,000 shares. The Amendment did not change any other terms of the Incentive Award Plan.
• At the meeting, stockholders also elected seven directors — Tal Keinan, Jody Gessow, Alethia Nancoo, Alex B. Rozek, Lysa Leiponis, Nick Wellmon and Jordan Moelis — to serve until the 2027 annual meeting. Stockholders ratified EisnerAmper LLP as the Company’s independent registered public accounting firm and approved the company’s executive compensation on a non-binding “say-on-pay” vote.

Key Details

• Incentive Plan increase: +1,500,000 shares of Class A common stock approved (Amendment filed as Exhibit 10.1).
• Director elections: All seven nominees elected (Tal Keinan and six others — full names listed above); broker non-votes reported (7,883,942).
• Vote tallies (selected): Amendment to Incentive Plan — For: 47,649,011; Against: 2,122,060; Abstain: 2,343. Auditor ratification — For: 57,642,943; Against: 13,514; Abstain: 899.
• Say-on-pay and frequency: Advisory approval of executive compensation passed (For: 49,634,762). Stockholders selected a three-year frequency for future advisory votes on executive compensation; Board will hold votes every three years.

Why It Matters

• Increasing the equity pool by 1.5 million shares can provide the company additional stock-based compensation capacity for executives, directors and employees, which may affect dilution and future share issuance.
• Re-election of the full board and ratification of the auditor maintain continuity in leadership and financial oversight. The approved say-on-pay and three-year voting frequency are non-binding but reflect stockholder sentiment on executive compensation policy.