04/29/2022 | Press release | Distributed by Public on 04/29/2022 04:26
TABLE OF CONTENTS
Filed by the Registrant
|
| |
☒
|
Filed by a Party other than the Registrant
|
| |
☐
|
☐
|
| |
Preliminary Proxy Statement
|
☐
|
| |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
☒
|
| |
Definitive Proxy Statement
|
☐
|
| |
Definitive Additional Materials
|
☐
|
| |
Soliciting Material Pursuant to §240.14a-12
|
☒
|
| |
No fee required.
|
☐
|
| |
Fee paid previously with preliminary materials.
|
☐
|
| |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
TABLE OF CONTENTS
| |
Very truly yours,
|
|
| | ||
| |
/s/ Tal Keinan
|
|
| |
Tal Keinan
Chairman of the Board and Chief Executive Officer
|
TABLE OF CONTENTS
1.
|
the election of seven directors to the Company's board of directors (the "Board") each to serve until the 2023 annual meeting of stockholders or until such directors' successors have been duly elected and qualified;
|
2.
|
a proposal to ratify the Audit Committee's appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022; and
|
3.
|
any other business properly brought before the meeting.
|
| |
By Order of the Board of Directors,
|
|
| |
/s/ Gerald Adler
|
|
| |
Gerald Adler, Secretary
|
|
April 29, 2022
|
| |
TABLE OF CONTENTS
Questions and Answers About the Proxy Materials and Voting
|
| |
1
|
Directors, Executive Officers and Corporate Governance
|
| |
5
|
Security Ownership of Certain Beneficial Owners and Management
|
| |
17
|
Certain Relationships and Related Party Transactions
|
| |
19
|
Executive Compensation
|
| |
23
|
Director Compensation
|
| |
27
|
Independent Registered Public Accounting Firm
|
| |
29
|
Report of the Audit Committee of the Board of Directors
|
| |
31
|
Proposal 1-Election of Directors
|
| |
32
|
Proposal 2- Ratification of Appointment of EisnerAmper LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022
|
| |
33
|
Additional Information
|
| |
34
|
TABLE OF CONTENTS
•
|
The Notice of 2022 Annual Meeting of Stockholders;
|
•
|
This Proxy Statement; and
|
•
|
The 2021 Annual Report to Stockholders.
|
1.
|
The election of seven directors to the Board, each to serve until the 2023 annual meeting of stockholders or until such directors' successors have been duly elected and qualified.
|
2.
|
A proposal to ratify the Audit Committee's appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022.
|
TABLE OF CONTENTS
•
|
FOR each of the nominees to the Board; and
|
•
|
FOR the ratification of the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
|
•
|
You may vote over the Internet by logging in at www.proxyvote.com and following the instructions for Internet voting on the proxy card or on the instructions that accompanied your proxy materials. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 13, 2022. Easy-to-follow instructions allow you to vote your shares and confirm that your instructions have been properly recorded.
|
•
|
You may vote by telephone by dialing 1-800-690-6903 and following the instructions for voting by phone on the proxy card mailed to you. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 13, 2022. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.
|
•
|
If you received printed proxy materials, you may vote by completing, signing and dating the enclosed proxy card and returning it in the envelope provided.
|
•
|
You may vote by written ballot at the Annual Meeting. To vote in person, come to the Annual Meeting with photo identification and we will provide you a ballot when you arrive.
|
TABLE OF CONTENTS
•
|
You may submit another properly completed proxy card with a later date.
|
•
|
You may send a written notice that you are revoking your proxy to Sky Harbour Group Corporation, 136 Tower Road, Westchester County Airport, White Plains, New York 10604, Attention: Corporate Secretary.
|
•
|
You may attend the Annual Meeting and vote in person. Simply attending the meeting will not, by itself, revoke your proxy.
|
TABLE OF CONTENTS
•
|
For Proposal 1, directors are elected by a plurality of the votes properly cast in person or by proxy. This means that nominees receiving the highest number of "For" votes will be elected. Abstentions and broker non-votes, as applicable, are not considered votes cast and, therefore, will not have any effect on the election of directors.
|
•
|
To be approved, Proposal 2, to ratify the appointment of EisnerAmper LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022, must receive a "For" vote from the majority of the votes cast at the Annual Meeting. Abstentions are not considered votes cast and, therefore, will not have any effect on the outcome of the vote.
|
TABLE OF CONTENTS
Name
|
| |
Age
|
| |
Title
|
Tal Keinan
|
| |
52
|
| |
Chair and Chief Executive Officer
|
Alex Saltzman
|
| |
46
|
| |
Chief Operating Officer
|
Francisco Gonzalez
|
| |
54
|
| |
Chief Financial Officer
|
Michael Schmitt
|
| |
36
|
| |
Chief Accounting Officer
|
Gerald Adler
|
| |
64
|
| |
General Counsel and Secretary
|
Walter Jackson
|
| |
63
|
| |
Director
|
Alethia Nancoo
|
| |
53
|
| |
Director
|
Alex B. Rozek
|
| |
43
|
| |
Director
|
Lysa Leiponis
|
| |
57
|
| |
Director
|
Nick Wellmon
|
| |
33
|
| |
Director
|
Robert S. Rivkin
|
| |
61
|
| |
Director
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
the Board is not classified, with each of our directors subject to re-election annually, and we may not classify our board without stockholder approval;
|
•
|
we have a majority voting standard for uncontested director elections;
|
•
|
we intend to comply with the corporate governance standards of the NYSE American, including having committees of the Board comprised solely of independent directors, except the Compensation Committee which includes the CEO;
|
•
|
a majority of our directors are independent under the listing standards of the NYSE American;
|
•
|
we have a lead independent director;
|
•
|
we anticipate that at least one of our directors will qualify as an "audit committee financial expert," as defined by the SEC;
|
•
|
our stockholders have the ability to amend our Bylaws by the affirmative vote of a majority of the outstanding shares of our common stock;
|
•
|
we have opted out of the business combination and control share acquisition statutes under the DGCL; and
|
•
|
we do not have a stockholder rights plan.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
Name
|
| |
Audit
|
| |
Compensation
|
| |
Nominating and
Corporate
Governance
|
Tal Keinan
|
| | | |
X
|
| |
X
|
|
Walter Jackson
|
| |
X*
|
| |
X
|
| | |
Alethia Nancoo
|
| | | |
X*
|
| |
X
|
|
Alex B. Rozek
|
| | | |
X
|
| |
X
|
|
Lysa Leiponis
|
| |
X
|
| |
X
|
| |
X*
|
Nick Wellmon
|
| | | |
X
|
| | ||
Robert S. Rivkin
|
| |
X
|
| | | |
X
|
*
|
Committee Chair.
|
•
|
appointing, approving the compensation of, and assessing the qualifications, performance and independence of the post-combination company's independent registered public accounting firm;
|
•
|
pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by the post-combination company's independent registered public accounting firm;
|
•
|
reviewing the post-combination company's policies on risk assessment and risk management;
|
•
|
reviewing and discussing with management and the independent registered public accounting firm the post-combination company's annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
|
TABLE OF CONTENTS
•
|
reviewing the adequacy of the post-combination company's internal control over financial reporting;
|
•
|
establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;
|
•
|
recommending, based upon the Audit Committee's review and discussions with management and the independent registered public accounting firm, whether the post-combination company's audited financial statements shall be included in the post-combination company's Annual Report;
|
•
|
monitoring the post-combination company's compliance with legal and regulatory requirements as they relate to the post-combination company's financial statements and accounting matters;
|
•
|
preparing the Audit Committee report required by the rules of the SEC to be included in the post-combination company's annual proxy statement;
|
•
|
reviewing all related party transactions for potential conflict of interest situations and approving all such transactions; and
|
•
|
reviewing and discussing with management and the post-combination company's independent registered public accounting firm the post-combination company's earnings releases and scripts.
|
•
|
annually reviewing and approving corporate goals and objectives relevant to the compensation of the post-combination company's chief executive officer;
|
•
|
evaluating the performance of the post-combination company's chief executive officer in light of such corporate goals and objectives and determining and approving the compensation of the Company's chief executive officer;
|
•
|
reviewing and approving the compensation of the Company's other executive officers;
|
•
|
appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the Compensation Committee;
|
•
|
conducting the independence assessment outlined in NYSE American rules with respect to any compensation consultant, legal counsel or other advisor retained by the Compensation Committee;
|
•
|
annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing requirements of NYSE American;
|
•
|
reviewing and establishing the post-combination company's overall management compensation, philosophy and policy;
|
•
|
overseeing and administering the post-combination company's compensation and similar plans;
|
•
|
reviewing and making recommendations to the board with respect to director compensation; and
|
•
|
reviewing and discussing with management the compensation discussion and analysis to be included in the post-combination company's annual proxy statement or Annual Report.
|
TABLE OF CONTENTS
•
|
developing and recommending to the Board criteria for board and committee membership;
|
•
|
developing and recommending to the Board best practices and corporate governance principles;
|
•
|
developing and recommending to the Board a set of corporate governance guidelines; and
|
•
|
reviewing and recommending to the Board the functions, duties and compositions of the committees of the Board.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
•
|
each person who is known by us to be the beneficial owner of more than 5% of the outstanding shares of the Class A Common Stock and Class B Common Stock;
|
•
|
each current named executive officer and director of the Company; and
|
•
|
all current executive officers and directors of the Company, as a group.
|
Name and Address of Beneficial Owner(1)
|
| |
Class A
Common Stock
|
| |
Class B
Common Stock
|
| |
Combined
Voting
Power
(%)(2)
|
||||||
|
Number
|
| |
%
|
| |
Number
|
| |
%
|
| ||||
Five Percent Holders:
|
| | | | | | | | | | |||||
Boston Omaha Corporation(3)
|
| |
13,399,724
|
| |
89.7%
|
| |
-
|
| |
-
|
| |
23.5%
|
Due West Partners LLC(4)(6)
|
| |
-
|
| |
-
|
| |
11,640,460
|
| |
27.6%
|
| |
20.4%
|
Center Sky Harbour LLC(5)
|
| |
-
|
| |
-
|
| |
11,637,960
|
| |
27.6%
|
| |
20.4%
|
Directors and Executive Officers:
|
| | | | | | | | | | |||||
Tal Keinan
|
| |
-
|
| |
-
|
| |
17,943,792
|
| |
42.5%
|
| |
31.4%
|
Alex Saltzman
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Francisco Gonzalez
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Michael W. Schmitt
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Gerald Adler
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Walter Jackson
|
| |
-
|
| |
-
|
| |
412,072
|
| |
*
|
| |
*
|
Alethia Nancoo
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| | |
Alex B. Rozek
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Lysa Leiponis
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
Nick Wellmon(6)
|
| |
-
|
| |
-
|
| |
11,640,460
|
| |
27.6%
|
| |
20.4%
|
Robert S. Rivkin
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
All directors and executive officers, as a group (11 individuals)
|
| |
-
|
| |
-
|
| |
29,996,324
|
| |
71.1%
|
| |
52.5%
|
*
|
less than 1%
|
(1)
|
This table is based on 57,129,831 shares of Common Stock outstanding as of April 18, 2022. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to shares. Unless otherwise noted, the business address of each of those listed in the table above is c/o Sky Harbour Group Corporation, 136 Tower Road, Suite 205, Westchester County Airport, White Plains, NY 10604.
|
(2)
|
Percentage of combined voting power represents voting power with respect to all shares of Class A common stock and Class B Common Stock, voting together as a single class. Holders of Class A Common Stock and Class B Common Stock are entitled to one vote per share on all matters submitted to the stockholders for their vote or approval.
|
(3)
|
According to Schedule 13D filed on February 4, 2022. The business address of Boston Omaha Corporation is 1601 Dodge Street, Suite 3300, Omaha, Nebraska 68102. Comprised of (i) 4,500,000 shares of Class A Common Stock purchased from YAC by Boston Omaha through BOC YAC Funding LLC immediately prior to the Closing; (ii) 3,193,474 shares of Class A Common Stock issued to Boston Omaha through BOC Yellowstone LLC in connection with the automatic conversion of an equal number of shares of YAC's class B common stock upon
|
TABLE OF CONTENTS
(4)
|
The business address of Due West Partners LLC is 8260 SE 31st St., Mercer Island, Washington 98040.
|
(5)
|
The business address of Center Sky Harbour LLC is 9355 Wilshire Blvd, Suite 350, Beverly Hills, California 90210.
|
(6)
|
Represents shares held by Due West Partners LLC ("Due West"). Mr. Wellmon is the Founder and Managing Partner of Due West, and as such has voting and investment discretion with respect to the shares of Class B Common Stock held of record by Due West and may be deemed to have shared beneficial ownership of the shares of Class B Common Stock held directly by Due West. Mr. Wellmon disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary indirect interest he may have therein.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Incentive
Awards
($)(3)
|
| |
All Other
Compensation
($)
|
| |
Total
($)
|
|
Tal Keinan(1)
Founder and Chief Executive Officer
|
| |
2021
|
| |
-
|
| |
1,400,000(1)
|
| |
-
|
| |
-
|
| |
1,400,000
|
|
2020
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
||
Francisco Gonzalez(2)
Chief Financial Officer
|
| |
2021
|
| |
146,538
|
| |
1,495,000(2)
|
| |
794,825
|
| |
-
|
| |
2,436,363
|
|
2020
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
||
Alex Saltzman
Chief Operating Officer
|
| |
2021
|
| |
292,308
|
| |
200,000
|
| |
468,015
|
| |
-
|
| |
960,323
|
|
2020
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
| |
-
|
(1)
|
For 2020, Mr. Keinan agreed not to receive a salary or bonus. Consists of a one-time cash bonus of $900,000 and a $500,000 annual bonus for 2021.
|
(2)
|
Consists of an incentive cash bonus of $1,195,000 and an annual bonus of $300,000 for 2021.
|
(3)
|
Represents the grant date fair value of Incentive Units granted during 2021 as calculated in accordance with FASB ASC Topic 718.
|
TABLE OF CONTENTS
(i)
|
Not soliciting any of our employee for two years after the termination of employment;
|
(ii)
|
Not competing with us or our affiliates in their principal products and markets for two years after the termination of their employment;
|
(iii)
|
Maintaining the confidentiality of our trade secrets and confidential information indefinitely.
|
TABLE OF CONTENTS
(i)
|
Not soliciting any of our employee for two years after the termination of employment;
|
(ii)
|
Not competing with Sky or its affiliates in their principal products and markets for two years after the termination of their employment;
|
(iii)
|
Maintaining the confidentiality of our trade secrets and confidential information indefinitely.
|
TABLE OF CONTENTS
Name
|
| |
Grant Date
|
| |
Market value of shares
or units of stock that
have not vested($)(1)
|
| |
Number of shares or
units that have not
vested(#)(2)
|
Tal Keinan
Founder and Chief Executive Officer
|
| |
-
|
| |
-
|
| |
-
|
Francisco Gonzalez
Chief Financial Officer
|
| |
May 13, 2021
|
| |
794,825
|
| |
2,305(3)
|
Alex Saltzman
Chief Operating Officer
|
| |
May 13, 2021
|
| |
468,015
|
| |
1,317(3)
|
(1)
|
Represents the grant date fair value of the Sky Incentive Units as calculated in accordance with FASB ASC Topic 718. Sky did not have any equity securities into which the Sky Incentive Units are convertible that were publicly traded as of December 31, 2021.
|
(2)
|
Represents Incentive Units granted during 2021.
|
(3)
|
25% of the Incentive Units granted to Messrs. Gonzalez and Saltzman vest on the first anniversary of the date of grant and hire, respectively, and the remaining 75% of such Incentive Units vest ratably over the 36 month period following the first anniversary of the grant and hire dates, respectively.
|
TABLE OF CONTENTS
Audit
Committee
|
| |
Chair of
Audit
Committee
|
| |
Compensation
Committee
|
| |
Chair of
Compensation
Committee
|
| |
Nominating and
Corporate
Governance
Committee
|
| |
Chair of
Nominating
and
Corporate
Governance
Committee
|
| |
Lead
Director
|
$7,500
|
| |
$25,000
|
| |
$5,000
|
| |
$15,000
|
| |
$5,000
|
| |
$15,000
|
| |
$25,000
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
| |
2020
|
| |
2021
|
|
Audit Fees(1)
|
| |
$257,105
|
| |
$171,050
|
Total
|
| |
$257,105
|
| |
$171.050
|
(1)
|
Audit fees include fees for services performed to comply with the standards established by the Public Company Accounting Oversight Board, including the audit of our consolidated financial statements. This category also includes fees for audits provided in connection with statutory filings or services that generally only the principal independent auditor reasonably can provide, such as consent and assistance with and review of our SEC filings.
|
TABLE OF CONTENTS
TABLE OF CONTENTS
Name
|
| |
Age
|
| |
Title
|
Tal Keinan
|
| |
52
|
| |
Chair and Chief Executive Officer
|
Walter Jackson
|
| |
63
|
| |
Director
|
Alethia Nancoo
|
| |
53
|
| |
Director
|
Alex B. Rozek
|
| |
43
|
| |
Director
|
Lysa Leiponis
|
| |
57
|
| |
Director
|
Nick Wellmon
|
| |
33
|
| |
Director
|
Robert S. Rivkin
|
| |
61
|
| |
Director
|
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS
TABLE OF CONTENTS