Sky Quarry (SKYQ) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 4, 2025, to address key corporate actions and governance matters.

• Proposals include board elections, share authorization increase, reverse stock split, stock plan amendment, and auditor ratification.

• Company focuses on recycling waste asphalt shingles and remediating oil-saturated sands using proprietary ECOSolv technology.

• Retrofitting of PR Spring Facility and expansion of regional recycling facilities planned over the next year.

Voting matters and shareholder proposals

• Election of four directors to serve until the 2026 annual meeting.

• Proposal to increase authorized common shares from 100,000,000 to 2,000,000,000.

• Proposal to grant board discretion for a reverse stock split (1:2 to 1:25) by April 30, 2027.

• Amendment to 2020 Stock Plan to increase shares for issuance from 1,666,667 to 4,000,000.

• Ratification of Tanner LLC as independent auditor for fiscal year ending December 31, 2025.

Board of directors and corporate governance

• Board consists of four members; three are independent per Nasdaq and SEC standards.

• Matthew Flemming serves as independent Chairman; board believes this structure enhances oversight and transparency.

• Audit and compensation committees established; no nominating committee yet, but planned with future independent appointments.

• Code of ethics and insider trading policy in place for directors, officers, and employees.