Sky Quarry (SKYQ) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 18, 2026, to vote on two reverse stock split proposals, a new omnibus incentive plan, and potential adjournment to solicit more proxies.

• Reverse stock splits proposed at ratios between 1-for-2 and 1-for-25, with the Board having discretion on timing and ratio within two years of approval.

• The 2026 Omnibus Incentive Plan aims to reserve 3,000,000 shares for equity awards, replacing the exhausted 2020 Stock Plan.

• Board recommends approval of all proposals to maintain Nasdaq listing, enhance capital flexibility, and attract/retain talent.

Voting matters and shareholder proposals

• Four proposals: two reverse stock splits, approval of the 2026 Omnibus Incentive Plan, and adjournment if more proxies are needed.

• Reverse stock splits require majority approval under both votes cast and outstanding shares standards.

• Approval of the second reverse split is contingent on approval of the first.

• Board unanimously recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board retains discretion on timing and ratio of reverse splits to address market and compliance needs.

• Board and compensation committee oversee administration of incentive plans and executive compensation.

• Recent director appointments and resignations noted; compensation for directors includes cash and equity awards.