DEF: Sky Harbour Group Corporation Announces Annual Meeting of Stockholders

Sky Harbour Group Corporation will hold its annual meeting of stockholders on June 19, 2025, to elect directors and ratify the appointment of its independent accounting firm.

Summary

• Sky Harbour Group Corporation is holding its Annual Meeting of Stockholders on June 19, 2025, at its corporate offices in White Plains, New York.
• Stockholders of record as of April 22, 2025, are entitled to vote on the election of seven directors and the ratification of EisnerAmper LLP as the company's independent registered public accounting firm for the year ending December 31, 2025.
• The Board recommends voting FOR the election of all director nominees and FOR the ratification of EisnerAmper LLP.
• The proxy materials are available online, and stockholders can vote via the Internet, telephone, or mail.
• The company has adopted a code of conduct and ethics for its directors, officers, and employees.
• The Board has determined that five of the seven current directors are considered independent under the listing requirements and rules of the NYSE.
• The company has entered into a stockholders agreement with certain stockholders who own in the aggregate 11,939,462 shares of Class A Common Stock, 41,222,212 shares of Class B Common Stock, and 7,719,779 warrants to purchase Class A Common Stock as of the Record Date.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. It provides necessary information for shareholders to make informed decisions. The sentiment is slightly positive due to the routine nature of the announcements and the board's recommendations.

Positives

• The company is providing electronic access to proxy materials to reduce costs and environmental impact.
• The Board has a majority of independent directors.
• The company has a lead independent director to ensure proper governance.
• The company has adopted a code of conduct and ethics for its directors, officers, and employees.

Risks

• The company qualifies as a controlled company and may rely on exemptions from certain corporate governance requirements of the NYSE in the future.
• The Stockholders Agreement gives certain stockholders the right to designate nominees for appointment to the Board, which could limit the influence of other stockholders.

Future Outlook

The company intends to design and implement programs to provide for compensation that is sufficient to attract, motivate and retain executives of the Company and potential other individuals and to establish an appropriate relationship between executive compensation and the creation of stockholder value.

Management Comments

• Tal Keinan, Chairman of the Board and Chief Executive Officer, thanks stockholders for their ongoing support.
• The Board believes that the director nominees reflect a Board that is comprised of directors who (i) are predominantly independent, (ii) are of high integrity, (iii) have broad, business related knowledge and experience at the policy-making level in business, government, or technology, including their understanding of the Company’s industry and business in particular, (iv) have individual qualifications, relationships, and experience that would increase the overall effectiveness of the Board, (v) meet other requirements as may be required by applicable rules, such as financial literacy or financial expertise with respect to audit committee members, (vi) are committed to enhancing stockholder value, and (vii) have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience.

Industry Context

This announcement is a routine part of corporate governance for publicly traded companies, ensuring stockholders have the opportunity to participate in key decisions.

Comparison to Industry Standards

• The director compensation plan, including equity awards, retainer fees, as well as committee, chair, and meeting fees, is designed to attract and retain the most qualified individuals to serve on the Board and we believe is in line with that of other public companies of a similar size.

Related Party Transactions

• The company has entered into a non-exclusive agreement with Echo Echo, LLC, a related party to the Founder and CEO, Mr. Keinan, for the use of aircraft.
• In September, we entered into a Securities Purchase Agreement (the 2024 Purchase Agreement) with certain investors, including a partnership controlled by one of our directors, Mr. Rozek, as well as his wife. In connection with the 2024 Purchase Agreement, Mr. Rozek indirectly acquired an aggregate of 128,875 shares of Class A Common Stock for $ $1,224,312.50.

Stakeholder Impact

• Shareholders are asked to vote on key decisions regarding the company's leadership and auditing firm.
• The outcome of the votes will influence the direction and oversight of the company.

Next Steps

• Stockholders should review the proxy materials and vote on the proposals.
• The company will hold the Annual Meeting on June 19, 2025.
• The company will file the final voting results with the SEC.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Board of Directors, Director Election, EisnerAmper LLP, Corporate Governance, Independent Directors, Stockholders Agreement