Skillsoft (SKIL) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 25, 2026, will be held virtually, allowing shareholders to vote and participate online.

• Fiscal 2026 highlights include $513M GAAP revenue (down from $531M), a net loss of $140M, and adjusted EBITDA of $110M (21% margin).

• Strategic initiatives included launching a next-generation skills management platform and forming a partnership with edX.

• Ended fiscal year with $104.5M in cash and strong liquidity to support future growth.

Voting matters and shareholder proposals

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

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of the Second Amendment to the 2020 Omnibus Incentive Plan, increasing shares available for issuance.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2027.

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

Board of directors and corporate governance

• Board consists of nine directors divided into three classes with staggered terms.

• Nominees: Michael S. Klein, Denis Nikolaev, and Arthur Gilliland.

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

• Lead Independent Director role established for enhanced oversight.

• Board and committee meeting attendance exceeded 75% for all directors.

• Code of Business Conduct and Ethics and insider trading policies in place.