Sky Harbour Group (SKYH) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 18, 2026, with voting on key corporate matters and director elections.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• Shareholders can vote online, by phone, mail, or in person; record date is April 21, 2026.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2027 annual meeting.

• Approval of Amendment No. 1 to the 2022 Incentive Award Plan, increasing reserved shares by 1.5 million.

• Ratification of EisnerAmper LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with board recommending every three years.

• Board recommends voting “FOR” all proposals and nominees.

Board of directors and corporate governance

• Board consists of seven directors, majority independent, with annual elections and a lead independent director.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, with defined charters and responsibilities.

• Controlled company status under NYSE rules allows certain exemptions from independence requirements.

• Stockholders’ Agreement grants certain shareholders the right to designate board members based on ownership thresholds.

• No stockholder rights plan in place; bylaws allow amendment by majority vote.