Sky Harbour Group Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of seven directors to the Board to serve until the 2027 annual meeting.

2. 2

   Approval of Amendment No. 1 to the Sky Harbour Group Corporation 2022 Incentive Award Plan

   ManagementBoard: FOR

   Increase the share reserve under the 2022 Incentive Award Plan by 1,500,000 Class A shares, raising the total reserved to 7,662,937 shares.

   More detail

   This management proposal requests shareholder approval to increase the share reserve under the company’s 2022 equity compensation plan by 1,500,000 Class A shares (from 6,162,937 to 7,662,937). Management argues the increase is needed to continue granting equity awards to attract and retain talent and aligns employee incentives with shareholder value; the board’s recommendation ‘FOR’ is based on this rationale and on the modest dilution (approximately 1.5% on a fully diluted basis) and multi-year vesting practices. The proposal is routine but important for compensation governance — approval would enable the company to grant additional options, RSUs, and other equity awards and preserve recruiting flexibility; rejection would limit the company’s ability to grant equity awards, potentially forcing cash compensation or less competitive offers. Governance considerations include the company’s controlled-company status (which affects independence of compensation committee) and existing significant insider ownership; the board asserts shareholder-friendly grant practices and vesting schedules, but investors may evaluate the increase relative to burn-rate, performance-based vesting, and alignment with long-term shareholder value.

3. 3

   Ratification of Appointment of EisnerAmper LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of EisnerAmper LLP as independent registered public accounting firm for fiscal year 2026.

4. 4

   Non-Binding, Advisory Vote on the Compensation of our Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory approval of the compensation paid to the company’s named executive officers.

   More detail

   This management proposal seeks a non-binding advisory endorsement of the company’s executive compensation policies and pay outcomes for named executive officers. The board recommends a 'FOR' vote, asserting that the package — comprised of base salary, cash bonuses, RSUs and stock options — aligns executives’ interests with long-term shareholder value, rewards performance, and supports retention. The company’s status as a controlled company and the composition of the compensation committee (not entirely independent) are relevant governance considerations; the company commits to consider significant shareholder opposition but is not legally bound to act on advisory vote results.

5. 5

   Non-Binding, Advisory Vote on the Preferred Frequency of Future Advisory Votes on Compensation of our Named Executive Officers (Say-on-Frequency

   ManagementBoard: FOR

   Non-binding advisory vote to determine whether future say-on-pay votes should be held every one, two, or three years (Board recommends three years).

   More detail

   This management proposal asks shareholders to indicate, on a non-binding basis, the preferred interval for future advisory votes on executive compensation, offering choices of one, two or three years. The board recommends 'three years' arguing the company’s compensation program has a multi-year focus and that triennial votes avoid undue emphasis on short-term performance; however, since the vote is advisory, the board will consider the outcome but retains discretion. Investors may weigh responsiveness to shareholder input against the potential benefits of multi-year evaluation periods.

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When is the Sky Harbour Group Corp 2026 annual meeting?

Sky Harbour Group Corp (SKYH) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Sky Harbour Group Corp 2026 meeting?

The record date for the Sky Harbour Group Corp 2026 meeting is Tuesday, April 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Sky Harbour Group Corp's 2026 meeting?

The board is presenting 7 director nominees at the Sky Harbour Group Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Sky Harbour Group Corp 2026 meeting?

Shareholders will vote on 5 proposals at the Sky Harbour Group Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.