Key points

  • All five SkyAI directors were elected even though each received more withheld votes than votes in favor.
  • Shareholders rejected the 2026 equity incentive plan by 22.46 million votes to 5.05 million.
  • Forward Industries’ revised acquisition proposal remains non-binding and awaits a public SkyAI response.

SkyAI shareholders delivered a split verdict at the Solana treasury company’s annual meeting: all five directors retained their seats, but a proposed 2026 equity incentive plan failed by a wide margin. An SEC filing published September 24 shows that every nominee received substantially more withheld votes than votes in favor, highlighting investor dissent without changing the board’s composition.

Withheld votes did not remove directors

The company reported that 35.55 million of 43.25 million eligible shares were represented at the September 18 meeting, an 82.2% turnout. Support for the five nominees ranged from 6.89 million to 9.20 million votes, while withheld votes ranged from 18.36 million to 20.67 million. Even so, the nominees were elected through the 2027 annual meeting.

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The result reflects SkyAI’s election rules, not a majority endorsement. Its proxy statement said directors would be chosen by a plurality of shares present or represented and entitled to vote. Under that structure, withheld votes did not count against a nominee, and there were no competing candidates. The board contest therefore became a visible protest rather than a mechanism for replacing directors.

Equity plan meets binding rejection

Shareholders had more direct leverage over the proposed compensation plan. The SEC filing records 22,464,708 votes against the plan, 5,048,520 in favor and 51,479 abstentions, with 7,986,722 broker non-votes. Because approval required a majority of votes cast, the proposal did not pass.

SkyAI’s proxy said the plan would have reserved 5 million new shares, plus 145,000 shares still available under the prior plan, for a total potential pool of 5.145 million shares. The company estimated that pool at 7.2% of its issued and outstanding shares on a fully diluted basis defined in the filing. Rejection prevents the 2026 plan from taking effect, though it does not cancel awards already governed by the earlier plan.

Takeover pressure remains unresolved

The vote followed an opposition campaign by Forward Industries and Bastion Trading. Forward, another Solana-focused digital-asset treasury company, announced a revised proposal on September 15 to acquire all outstanding SkyAI shares. The non-binding offer would let holders choose cash, Forward shares or a combination, using a fixed value equivalent to 0.306 Forward shares for each SkyAI share.

Forward said the ratio implied $2.13 per SkyAI share using its September 14 closing price and requested a response by 5 p.m. Eastern time on September 25. Those figures describe the bidder’s proposal, not an agreed transaction. Forward said any deal would still depend on due diligence, a definitive agreement, regulatory clearances and SkyAI shareholder approval. SkyAI had not publicly announced acceptance of the revised offer when the vote results were reported.

Why the vote matters

The outcome separates governance dissatisfaction from immediate control. Shareholders blocked a potentially dilutive compensation program, but the plurality standard left the incumbent board in place to evaluate the company’s strategy and any acquisition approach. That split makes the vote consequential without treating it as a change of corporate control. Investors now face two distinct uncertainties: whether directors respond to the unusually large withheld-vote totals, and whether the Forward proposal advances beyond a non-binding expression of interest. Until SkyAI announces a decision or the parties sign definitive terms, the takeover remains only a proposal.

Sources

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