[8-K] Sky Harbour Group Corporation Reports Material Event

Rhea-AI Filing Summary

Sky Harbour Group Corporation (NYSE American: SKYH) convened its 2025 Annual Meeting on 19 June 2025. Shareholders voted on two routine governance items:

• Election of Directors: All seven nominees—Tal Keinan, Walter Jackson, Alethia Nancoo, Alex B. Rozek, Lysa Leiponis, Nick Wellmon and Jordan Moelis—were re-elected to serve until the 2026 meeting. Support ranged from roughly 97.7 % to 99.9 % of votes cast, with broker non-votes totaling 4.14 million shares.
• Auditor Ratification: EisnerAmper LLP was ratified as independent registered public accounting firm for FY 2025 with 64.89 million “For” votes (≈99.99 %), only 5,115 “Against,” and 2,881 abstentions.

No additional business, financial results or strategic actions were disclosed. The filing confirms continuity in board composition and external audit oversight, signalling governance stability but does not introduce material financial impacts.

Positive

• All seven directors re-elected with overwhelming shareholder support, underscoring confidence in existing leadership.
• EisnerAmper LLP ratified as auditor with 99.99 % approval, ensuring continuity in external financial oversight.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting; directors and auditor approved with near-unanimous support—signals stability, no immediate valuation impact.

The decisive re-election of all seven directors (≈98-100 % support) indicates strong shareholder alignment with current governance practices. Broker non-votes were immaterial relative to total shares present, and no contest or cumulative voting issues surfaced. Ratification of EisnerAmper LLP at 99.99 % reinforces confidence in the company’s financial reporting controls. Because the agenda was limited to standard items, the 8-K does not alter capital allocation, strategy or risk profile; thus, market impact is expected to be neutral.

Portfolio Manager

TL;DR: Shareholder votes show confidence; but no earnings or strategic news—likely neutral for stock performance.

From a portfolio standpoint, the filing removes any governance overhang: board continuity and auditor stability reduce execution risk. However, absent financial guidance or operational updates, the information is unlikely to drive rerating or change our investment thesis. Liquidity, cash flow and hangar-development metrics—not addressed here—remain the primary drivers. I view the event as housekeeping with negligible effect on valuation multiples or risk premium.

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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 19, 2025

Sky Harbour Group Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-39648		85-2732947
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

136 Tower Road, Suite 205 Westchester County Airport White Plains, NY		10604
(Address of principal executive offices)		(Zip Code)

(212) 554-5990

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

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:

☐ 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(s)		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		SKYH		NYSE American LLC
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		SKYH WS		NYSE American LLC

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. ☐

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

On June 19, 2025, Sky Harbour Group Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The Company’s stockholders voted on two proposals presented at the Annual Meeting, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on April 28, 2025.

The following are the voting results of the proposals submitted to the Company’s stockholders at the Annual Meeting:

Proposal 1 (Election of Directors) - The Company’s stockholders elected the following seven persons as directors of the Company, each to serve as such until the Company’s annual meeting of stockholders to be held in 2026, or until his or her respective successor is duly elected and qualified. The following table sets forth the voting results for each director nominee:

Director
Nominee			For			Against			Abstain			Broker Non-Votes
Tal Keinan			60,087,196			574,566			99,899			4,139,067
Walter Jackson			60,753,309			6,104			2,248			4,139,067
Alethia Nancoo			60,784,740			70,387			6,534			4,139,067
Alex B. Rozek			59,550,923			70,996			1,139,772			4,139,067
Lysa Leiponis			60,715,786			39,341			6,534			4,139,067
Nick Wellmon			60,385,723			278,242			97,696			4,139,067
Jordan Moelis			60,717,623			37,002			7,036			4,139,067

Proposal 2 (Ratification of EisnerAmper LLP) - The Company’s stockholders approved the proposal to ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025. The following table sets forth the voting results for this proposal:

For		Against		Abstentions
64,892,732		5,115		2,881

SIGNATURES

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.

	SKY HARBOUR GROUP CORPORATION
Dated: June 20, 2025	By:	/s/ Tal Keinan
		Tal Keinan
		Chief Executive Officer

FAQ

What proposals did SKYH shareholders vote on at the 2025 Annual Meeting?

Shareholders voted on two proposals: the election of seven directors and the ratification of EisnerAmper LLP as independent auditor.

How much shareholder support did Sky Harbour’s director nominees receive?

Each nominee received approximately 97.7 %–99.9 % of votes cast, indicating strong shareholder backing.

Was EisnerAmper LLP re-appointed as Sky Harbour’s auditor?

Yes. EisnerAmper LLP was ratified with 64,892,732 votes in favor (≈99.99 %), 5,115 against and 2,881 abstentions.

Does the 8-K include any financial results or earnings guidance for SKYH?

No. The filing only covers voting outcomes; it does not disclose earnings, revenue, or guidance.

Will the director re-election affect Sky Harbour’s strategic direction?

Board continuity suggests no immediate change in strategy; however, the filing itself introduces no new strategic initiatives.