SkyAI’s five directors retained their seats after the company’s annual meeting despite receiving far more withheld votes than votes cast in their favor, exposing how its board-election rules can preserve incumbent leadership even amid a clear shareholder revolt.
A Thursday filing with the US Securities and Exchange Commission showed that each nominee received between 18.4 million and 20.7 million withheld votes, compared with 6.9 million to 9.2 million votes in support. Shareholders also rejected SkyAI’s proposed 2026 equity incentive plan by 22.5 million votes to 5 million.
The vote followed a campaign urging shareholders to withhold support from the board. Forward Industries and Bastion Trading backed that effort as Forward continues to pursue an acquisition of SkyAI.
SkyAI uses a plurality voting standard for director elections, meaning nominees need only receive more votes for than votes against from other candidates. Withheld votes are not treated as votes against a director. Because there were no competing nominees, all five candidates were elected despite the much larger totals of withheld votes.
That result leaves SkyAI’s existing board intact as it considers Forward’s revised takeover proposal, while the annual-meeting vote gives opponents of the current leadership a substantial public record of dissatisfaction.
Equity plan suffers decisive rejection
Shareholders also delivered a more direct defeat to the company’s compensation proposal. SkyAI’s 2026 equity incentive plan would have made up to 5.145 million shares available for employee and director awards.
The plan included authorization for 5 million shares of stock-based compensation, on top of shares that remained available under the company’s existing equity plan. The 22.5 million-to-5 million vote against it suggests shareholders were unwilling to give the board additional latitude to issue equity while the company faces an unresolved acquisition approach and a contentious governance dispute.
Equity plans are commonly used to compensate executives, employees and directors through stock options, restricted shares or similar awards. They can align compensation with share performance, but they also increase the potential for dilution when new shares are issued.
The scale of the rejection creates a practical constraint for SkyAI’s board. If it wants to establish a new or revised share-based compensation program, it will need to return with a proposal capable of attracting far more shareholder support.
Forward awaits SkyAI’s response
Forward has pursued SkyAI since mid-June and submitted a revised acquisition proposal on Sept. 15 after its earlier offer was rejected. Under the revised terms described in the materials, SkyAI shareholders would receive the equivalent of 0.306 Forward shares for each SkyAI share.
SkyAI had not publicly announced a decision on that revised proposal by the time the meeting results were released. Forward asked the company to respond by 5 p.m. ET on Sept. 25, placing a near-term deadline on a board that has just survived a heavily negative shareholder vote.
The proposed transaction would connect two companies with substantial holdings of the same network token. SkyAI holds 2.08 million tokens in its corporate treasury, according to the supplied materials, while Forward holds more than 8.16 million after purchasing a further 357,000 tokens this month at an average price of $78.26.
Those holdings place the board contest in a different category from a conventional operating-company takeover. The value of both businesses may be influenced not only by their corporate strategy and stock-market valuations, but also by movements in the token held on their balance sheets. A combined company would consolidate more than 10 million of those tokens, based on the reported holdings.
Forward and affiliated groups have also accumulated close to 10% of SkyAI, according to the materials. That stake gives the bidder a meaningful platform to press for governance changes, though it does not by itself determine the outcome of any deal or board challenge.
Share prices move as governance pressure grows
SkyAI shares rose 4.4% on the day of the reported results but remained down 15.8% for the year. Forward shares gained 2.5% and were up about 23% year-to-date.
The contrast reflects two separate market questions. SkyAI shareholders must weigh the company’s standalone strategy against Forward’s exchange proposal, while Forward shareholders face the financial and execution risks of pursuing a transaction that could require negotiations with a board that remains in office but has received unusually weak support.
The annual-meeting outcome also illustrates a limitation of plurality elections that has become more visible in contested corporate situations. A withhold campaign can demonstrate opposition, damage a board’s standing and increase pressure on directors, yet it may not remove them unless company bylaws require directors receiving majority-withheld votes to resign or take further action.
SkyAI’s filing does not indicate that the directors lost their seats, and the plurality system ensured that they did not. The more immediate consequence is political rather than mechanical: the board must now address Forward’s proposal after shareholders rejected both its director nominees in practical terms and its request for a substantially expanded equity-award pool.
With Forward’s response deadline approaching, SkyAI’s directors face pressure to show how they intend to respond to the acquisition proposal and to the shareholder dissatisfaction revealed by the vote.
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