Skillsoft (NYSE: SKIL) shareholders approve expanded 2020 incentive plan and all 2026 meeting proposals

Rhea-AI Filing Summary

Skillsoft Corp. reported that stockholders approved a Second Amendment to the Skillsoft Corp. 2020 Omnibus Incentive Plan at the 2026 Annual Meeting. The amendment adds 550,000 shares of Class A Common Stock to the plan, increasing the shares available for awards from 3,755,658 to 4,305,658.

Stockholders elected three Class II directors, approved on an advisory basis the compensation of named executive officers, and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending January 31, 2027. The meeting had a quorum, with 7,459,043 of 8,955,077 eligible shares represented.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Plan share increase: 550,000 shares Plan shares before amendment: 3,755,658 shares Plan shares after amendment: 4,305,658 shares +5 more

8 metrics

Plan share increase 550,000 shares Added to Skillsoft 2020 Omnibus Incentive Plan

Plan shares before amendment 3,755,658 shares Available under 2020 Plan before Second Amendment

Plan shares after amendment 4,305,658 shares Available under 2020 Plan after Second Amendment

Shares outstanding on record date 8,955,077 shares Common Stock outstanding as of May 4, 2026 record date

Shares represented at meeting 7,459,043 shares Common Stock present or by proxy at Annual Meeting

Votes for auditor ratification 7,452,117 votes For ratification of Ernst & Young LLP

Votes for say-on-pay 5,491,157 votes For advisory approval of named executive officer compensation

Votes for incentive plan amendment 5,191,165 votes For approval of Second Amendment to 2020 Plan

Key Terms

2020 Omnibus Incentive Plan, broker non-votes, emerging growth company, independent registered public accounting firm, +2 more

6 terms

2020 Omnibus Incentive Plan financial

"Second Amendment to the Skillsoft Corp. 2020 Omnibus Incentive Plan"

broker non-votes financial

"Votes For | Votes Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm financial

"ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"approval, on an advisory basis, of the compensation of our named executive officers"

record date financial

"the record date (the “Record Date”) for the Annual Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

Available on EDGAR 06/30/2026 - 04:16 PM Accepted by SEC EDGAR 06/30/2026 - 04:15 PM Learn about SEC filing dates

false 0001774675 0001774675 2026-06-25 2026-06-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 ​

FORM 8-K

CURRENT REPORT

 ​

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 ​

Date of Report (Date of earliest event reported): June 25, 2026

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. ☐

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Second Amendment to the Skillsoft Corp. 2020 Omnibus Incentive Plan

As described under Item 5.07 below, the stockholders of Skillsoft Corp. (the “Company,” “we” or “our”), at the Company’s 2026 Annual Meeting of Stockholders held on June 25, 2026 (the “Annual Meeting”), approved the Second Amendment (“Second Amendment”) to the Skillsoft Corp. 2020 Omnibus Incentive Plan, as previously amended on June 6, 2024 by the First Amendment thereto (as so amended, the “2020 Plan”), to increase the number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Common Stock”) available for issuance under the 2020 Plan by 550,000 shares. The Company’s Board of Directors approved the Second Amendment on March 25, 2026, subject to stockholder approval. The Second Amendment became effective June 25, 2026, and increased the number of shares of Common Stock available for issuance under the 2020 Plan from 3,755,658 to 4,305,658, subject to annual increases and adjustment provisions already included in the 2020 Plan. A summary of the material terms of the 2020 Plan is set forth in Proposal No. 3 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 8, 2026 (the “Proxy Statement”), which summary is incorporated by reference herein. The foregoing description and such summary are qualified in their entirety by reference to the full text of the original 2020 Plan, as amended by the First and Second Amendments thereto, copies of which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively and incorporated herein by reference. All executive officers of the Company are eligible for awards under the 2020 Plan.

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

On June 25, 2026, the Company held the Annual Meeting. The following matters were voted upon at the Annual Meeting: (i) election of three Class II directors to a term of three years each, or until their successors have been elected and qualified; (ii) approval, on an advisory basis, of the compensation of our named executive officers; (iii) approval of the Second Amendment to the 2020 Plan to increase the number of shares of common stock available for issuance thereunder; and (iv) ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027. The Company also solicited proxies with respect to the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Annual Meeting to approve the presented proposals or to constitute a quorum (the “Adjournment Proposal”). As a quorum was present, and there were sufficient votes to adopt the other proposals, adjournment of the Annual Meeting was unnecessary and the Adjournment Proposal was not presented to the Company’s stockholders. Each of the proposals is described in greater detail in the Company’s Proxy Statement.

There were 8,955,077 shares of Common Stock issued and outstanding at the close of business on May 4, 2026, the record date (the “Record Date”) for the Annual Meeting. At the Annual Meeting, there were 7,459,043 shares of Common Stock present in person or by proxy, representing approximately 83.29% of the total outstanding shares of Common Stock as of the Record Date, which constituted a quorum.

A summary of the voting results for each proposal is set forth below.

Proposal No. 1 - Election of Class II Directors:

Name	Votes For	Votes Withheld	Broker Non-Votes
Michael S. Klein	5,903,836	461,485	1,093,722
Denis Nikolaev	6,316,961	48,360	1,093,722
Arthur Gilliland	6,322,093	43,228	1,093,722

Proposal No. 2 – Approval, on an advisory basis, the compensation of our named executive officers

Votes For	Votes Against	Abstentions	Broker Non-Votes
5,491,157	868,427	5,737	1,093,722

Proposal 3: Approval of the Second Amendment to the Skillsoft Corp. 2020 Omnibus Incentive Plan to Increase the Number of Shares of Common Stock Available for Issuance thereunder

Votes For	Votes Against	Abstentions	Broker Non-Votes
5,191,165	1,170,074	4,082	1,093,722

Proposal No. 4 - Ratification of Appointment of Independent Registered Public Accounting Firm:

Votes For	Votes Against	Abstentions	Broker Non-Votes
7,452,117	1,554	5,372	-

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statement and Exhibits.

 ​

(d) Exhibits.

Exhibit Number	Description
10.1	Skillsoft Omnibus Incentive Plan, incorporated herein by reference to Exhibit 10.12 to our Registration Statement on Form S-1/A filed on July 6, 2021
10.2	First Amendment to Skillsoft Corp. 2020 Omnibus Incentive Plan, incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 19, 2024
10.3	Second Amendment to Skillsoft Corp. 2020 Omnibus Incentive Plan, incorporated herein by reference to Appendix B to the Company’s Definitive Proxy Statement filed on May 6, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 30, 2026

 ​

​	SKILLSOFT CORP.
​	​
​	By:	/s/ Ronald Kisling
​	​	Ronald Kisling Chief Financial Officer

 ​

FAQ

What did Skillsoft (SKIL) stockholders approve regarding the 2020 Omnibus Incentive Plan?

Stockholders approved a Second Amendment to the 2020 Omnibus Incentive Plan, adding 550,000 shares of Class A Common Stock. This increases the pool for equity awards from 3,755,658 to 4,305,658 shares, supporting future grants to executive officers and other eligible participants.

How many Skillsoft (SKIL) shares are now available under the 2020 Omnibus Incentive Plan?

After the Second Amendment, 4,305,658 shares of Class A Common Stock are available under the 2020 Plan. This reflects an increase of 550,000 shares from the prior authorization of 3,755,658 shares, subject to existing annual increase and adjustment provisions in the plan.

Were Skillsoft (SKIL) directors re-elected at the 2026 Annual Meeting?

Yes. Three Class II directors—Michael S. Klein, Denis Nikolaev and Arthur Gilliland—were elected to three-year terms. Each received more votes "For" than "Withheld," with broker non-votes reported, confirming stockholder support for the company’s proposed board slate at the meeting.

Did Skillsoft (SKIL) stockholders approve executive compensation on an advisory basis?

Yes. Stockholders approved the compensation of named executive officers on an advisory basis, with 5,491,157 votes for, 868,427 against and 5,737 abstentions. There were also 1,093,722 broker non-votes recorded, consistent with typical treatment of advisory compensation proposals at annual meetings.

What audit firm did Skillsoft (SKIL) stockholders ratify for the fiscal year ending January 31, 2027?

Stockholders ratified Ernst & Young LLP as Skillsoft’s independent registered public accounting firm for the fiscal year ending January 31, 2027. The vote was strongly favorable, with 7,452,117 shares voting for, 1,554 against and 5,372 abstaining, and no broker non-votes reported.

What level of quorum did Skillsoft (SKIL) achieve at the 2026 Annual Meeting?

The meeting achieved a strong quorum, with 7,459,043 shares of Common Stock present in person or by proxy. This represented approximately 83.29% of the 8,955,077 shares outstanding as of the May 4, 2026 record date, allowing all scheduled proposals to proceed.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB