What is the purpose of Skillsoft’s amended 8-K related to Say-on-Pay?

The amended report is limited to disclosing Skillsoft’s final decision on Say-on-Pay vote frequency. It clarifies that the Board chose annual advisory votes, aligning with stockholder recommendations, and makes no other changes to the original disclosure from the prior current report.

Skillsoft sets annual Say-on-Pay advisory votes

Skillsoft Corp. updated its previous report to explain how often it will seek shareholder input on executive pay.

Accepted by SEC EDGAR 08/29/2025 - 04:05 PM EDT

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Form Type

8-K/A

Rhea-AI Filing Summary

Skillsoft Corp. updated its previous report to explain how often it will seek shareholder input on executive pay. At the July 17, 2025 annual meeting, stockholders advised that future advisory votes on named executive officer compensation should occur every year.

Following that recommendation and its own initial preference, the Board of Directors decided at its August 27, 2025 meeting to hold Say-on-Pay advisory votes annually. This annual schedule will remain in place until the next required shareholder vote on the frequency of Say-on-Pay, which must occur by the 2031 annual meeting.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Skillsoft Corp. decide about Say-on-Pay vote frequency?

Skillsoft Corp. decided to hold Say-on-Pay advisory votes on executive compensation annually. This follows both the Board’s initial recommendation and stockholder preferences expressed at the July 17, 2025 annual meeting, giving investors a yearly voice on named executive officer pay practices.

How did Skillsoft (SKIL) stockholders vote on Say-on-Pay frequency?

Skillsoft stockholders recommended, on an advisory basis, that Say-on-Pay votes be held annually. A majority of the voting power of shares present or represented by proxy supported the one-year option at the July 17, 2025 annual meeting of stockholders.

When will Skillsoft’s next Say-on-Pay frequency vote be held?

Skillsoft’s next advisory vote on the frequency of Say-on-Pay must occur by its 2031 annual meeting. Until that required vote, the Board has committed to holding Say-on-Pay advisory votes on executive compensation every year for shareholders.

Who signed the Skillsoft Corp. amendment on Say-on-Pay decisions?

The amendment reflecting Skillsoft’s Say-on-Pay frequency decision was signed on behalf of the company by John Frederick. He is Skillsoft Corp.’s Chief Financial Officer and executed the report under the requirements of the Securities Exchange Act of 1934.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 17, 2025

Skillsoft Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-38960	83-4388331
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

300 Innovative Way, Suite 2210

Nashua, NH 03062

(Address of principal executive offices) (zip code)

(603) 324-3000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		SKIL		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Current Report on Form 8-K/A is being filed by Skillsoft Corp. (“Skillsoft”) to amend its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 18, 2025 (the “Original 8-K”), solely to disclose Skillsoft’s decision following its Annual Meeting of Stockholders held on July 17, 2025 (the “Annual Meeting”), as to the frequency of future non-binding stockholder advisory votes on the compensation of Skillsoft’s named executive officers (“Say-on-Pay Votes”). Except as set forth herein, no modifications have been made to the Original Form 8-K.

Section 5 - Corporate Governance and Management

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, Skillsoft’s stockholders (by the affirmative vote of the majority of voting power of the shares present or represented by proxy and entitled to vote) recommended, on an advisory basis, that Skillsoft’s future Say-on-Pay Votes be held annually. In light of such vote, and consistent with its initial recommendation, Skillsoft’s Board of Directors determined, at its meeting on August 27, 2025, that Skillsoft will hold future Say-on-Pay Votes on an annual basis until the next required non-binding advisory vote regarding the frequency of Say-On-Pay Votes, which will occur no later than Skillsoft’s Annual Meeting of Stockholders in 2031.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 29, 2025

	SKILLSOFT CORP.

	By:	/s/ John Frederick
		John Frederick Chief Financial Officer

Source: View Original Filing on SEC EDGAR