SkyAI directors survive withheld-vote protest as shareholders reject equity plan
SkyAI board stays in place after a contested vote
All five directors of SkyAI, a Solana treasury company, kept their seats at the company's annual meeting, even though far more votes were withheld from each of them than cast in their favor. The vote followed an opposition campaign by Forward Industries and Bastion Trading.
Shareholders also rejected SkyAI's proposed 2026 equity incentive plan by a wide margin. The company disclosed the results in an SEC filing dated Thursday.
The numbers behind the director vote
- Each director received between 18.4 million and 20.7 million withheld votes.
- Support for each director ranged from 6.9 million to 9.2 million votes.
- Under a plurality rule, withheld votes do not count against a nominee, so all five directors were elected.
- The equity incentive plan failed with 22.5 million votes against and 5 million in favor.
What the rejected equity plan would have done
The plan would have authorized 5 million shares for stock-based compensation, on top of shares still available under the company's existing plan, according to the report. A summary at the top of the same report described the plan as making up to 5.145 million shares available for equity awards.
Forward's takeover bid is still open
Forward Industries, which the report describes as the largest Solana treasury company by a wide margin, has been seeking to acquire SkyAI since mid-June. SkyAI rejected the first offer, and Forward submitted an updated purchase proposal on Sept. 15. The new offer values each SkyAI share (SKYA) at the equivalent of 0.306 Forward shares (FWDI).
SkyAI has not publicly announced a decision on the second offer. Forward asked for a response by 5 p.m. ET on Friday, Sept. 25.
The report notes that Forward had previously said this board outcome was likely when it urged shareholders to withhold their votes.
How the two shares have traded
SkyAI shares were up 4.4% on the day but down 15.8% this year. Forward shares were up 2.5% on the day and around 23% year-to-date.
What is confirmed
The vote results come from SkyAI's SEC filing and are reported as confirmed facts: all five directors retained their seats, and the equity incentive plan was rejected. Forward's revised offer terms and its requested response deadline are also reported. SkyAI is described as a Solana treasury company, meaning a company whose business is built around holding Solana's SOL token.
What is still unclear
SkyAI has not said publicly whether it will accept or reject Forward's revised acquisition proposal. The report does not state what SkyAI plans to do next on executive or employee compensation after the equity plan failed.
Why the meeting matters
The result leaves the same five directors in charge while a larger rival, Forward, is still trying to buy the company. Shareholders showed they would not back the proposed share awards, even as a majority of votes cast in the director elections were withheld. In practice, the vote is a measure of shareholder dissatisfaction with the board and management, but it did not remove anyone from office.
What happens next
Forward's deadline for a response to its second offer is 5 p.m. ET on Friday, Sept. 25. SkyAI's next step on the offer has not been announced.
Sources
Newisty Editorial Team covers technology, cryptocurrency, digital products, online platforms, developer tools and the wider digital economy. Our content is researched from official sources, company announcements, public documentation, market data and other primary or reputable sources. Articles are reviewed and edited before publication for clarity, accuracy and useful context.