Skillsoft (SKIL) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for July 17, 2025, to be held virtually; record date is May 19, 2025.

• Key business highlights: $531M GAAP revenue (down from $553M), $122M net loss (improved from $349M), $109M non-GAAP Adjusted EBITDA (21% margin), and $103M in cash as of January 31, 2025.

• AI initiatives, including Skillsoft CAISY, have seen nearly 1 million launches and strong enterprise engagement.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms.

• Advisory vote on executive compensation (Say-on-Pay) and on the frequency of such votes (Board recommends annual).

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

• Approval to adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Board consists of nine members, divided into three classes with staggered terms; majority are independent.

• Board committees: Audit, Talent and Compensation, and Nominating and Governance, all composed solely of independent directors.

• Lead Independent Director appointed when Chair/CEO roles are combined; current Chair/CEO is Ronald W. Hovsepian.

• Board and committees met regularly, with high attendance except for one director.

• Code of Business Conduct and Ethics and robust insider trading, pledging, and hedging policies in place.