SkyWater (SKYT) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2026, to be held virtually; record date is April 13, 2026.

• Key agenda: elect nine directors, ratify KPMG LLP as independent auditor for fiscal 2026, and address other business.

• Merger with IonQ pending; if completed before the meeting, the Annual Meeting will not occur.

Voting matters and shareholder proposals

• Stockholders will vote on electing nine directors and ratifying KPMG LLP as auditor.

• Plurality vote required for directors; majority of shares present required for auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by December 29, 2026, if the merger has not closed.

Board of directors and corporate governance

• Board consists of nine members, all elected annually; no term limits, but directors not nominated after age 75 unless special circumstances.

• Seven directors are independent per Nasdaq rules.

• Board leadership is separated: CEO and non-executive chair roles are held by different individuals.

• Four standing committees: audit, compensation, nominating and corporate governance, and risk management.

• Board diversity considered, but no formal diversity policy; focus on broad expertise and judgment.