Skillsoft (SKIL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 18, 2024, to be held virtually, with voting on key proposals including director elections, an equity plan amendment, auditor ratification, and potential adjournment.

• FY2024 highlights include a 3% revenue growth in the subscription segment, improved dollar retention rates, and a strong liquidity position with $147 million in cash and equivalents.

• Focused on serving large enterprise clients, achieving 105% LTM dollar retention in this segment.

Voting matters and shareholder proposals

• Election of three Class III directors (Helena B. Foulkes, Karen G. Mills, Paul Peake) for three-year terms.

• Approval sought for an amendment to the 2020 Omnibus Incentive Plan, increasing authorized shares from 1,808,333 to 2,908,333.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2025.

• Approval to adjourn the meeting if a quorum is not met or to allow further proxy solicitation.

Board of directors and corporate governance

• Board consists of eight members, with staggered three-year terms and a mix of independent and non-independent directors.

• Board committees (audit, compensation, nominating/governance) are composed solely of independent directors.

• Board leadership transitioned to Ronald W. Hovsepian as Executive Chair in April 2024.

• Corporate Governance Guidelines and Code of Business Conduct and Ethics in place, with policies on insider trading, pledging, and hedging.