SkyAI Annual Meeting: Directors Keep Seats Despite Up to 75% Withheld Votes, Equity Plan Rejected

Every one of SkyAI's five directors kept their seat at the Solana treasury company's September 18 annual meeting, even though shareholders withheld between 67% and 75% of the votes cast on each of them. The same shareholders rejected SkyAI's 2026 Equity Incentive Plan by more than four to one. SkyAI (Nasdaq: SKYA) disclosed the tallies in a Form 8-K filed on September 24. The results arrive on the day would-be acquirer Forward Industries set for SkyAI's board to respond to its revised takeover proposal: 5:00 p.m. Eastern on September 25.

Director vote tallies: 67% to 75% withheld on every nominee

SkyAI's 8-K shows 35,551,429 of 43,247,506 eligible shares were represented at the meeting, an 82.2% turnout. Of the 27,564,707 votes cast on each director, the withheld share ran from 66.6% for Yuwen (Alice) Zhang, SkyAI's chief investment officer, to 75.0% for Soren Bo Christiansen.

Another 7,986,722 shares were broker non-votes on each nominee. The filing lists all five as elected.

The discontent reached the routine items too. Ratification of auditor PKF O'Connor Davies passed with 20,576,316 votes for and 13,449,383 against, and a proposal allowing SkyAI to adjourn the meeting failed 14,616,038 to 20,792,839, according to the same 8-K.

Why plurality voting kept the board in place

SkyAI's director election was uncontested and decided by plurality: five nominees for five seats, so each nominee needs only some votes in favour, and a withheld vote counts against no one. Forward said as much before the meeting. Its September 9 open letter urged shareholders to withhold on every nominee while conceding that "no nominee can be defeated by a withhold vote alone." The withhold campaign was a message, and for Christiansen and Monroe it came back at three withheld votes for every vote in favour.

Forward was not the only party campaigning. Bastion Trading and affiliated holders, reporting a deemed 9.9% stake through Wei Zhu, said in a Schedule 13D filed September 3 that they intended to vote "WITHHOLD ALL." The Bastion filing cited bylaw changes, a poison-pill rights plan adopted without a shareholder vote, and payments to Sol Edge Limited and Sol Markets, which the filers said are owned by the brother of director and CIO Alice Zhang.

2026 Equity Incentive Plan rejected by about 4.4 to 1

SkyAI's 2026 Equity Incentive Plan received 5,048,520 votes for, 22,464,708 against and 51,479 abstentions, per the 8-K, and SkyAI reported that shareholders did not approve it. Unlike the director election, the plan needed a majority of votes cast, according to Forward's reading of the proxy. Forward's letter said the plan would have authorised 5,145,000 additional shares for equity awards, which Forward put at about 7.2% additional dilution.

Forward tied the dilution request to its governance complaints. Its letter cited SkyAI's proxy as showing $3,333,333 in fiscal 2025 consulting fees paid to Sol Edge and warrants issued to Sol Markets valued at about $101.3 million, and said SkyAI posted a $23.3 million net loss in the second quarter of 2026 against $2.3 million of net staking revenue. SkyAI's September 14 response said the $101.3 million is the grant-date accounting fair value of warrants issued in August 2025, recognised under U.S. GAAP, and not a cash payment. The same SkyAI release said the company holds more than two million SOL and has earned more than $12 million in staking revenue, net of validator commissions, between August 2025 and June 30, 2026.

Forward Industries' $2.13-a-share bid and the September 25 deadline

Forward's revised proposal of September 15 values each SkyAI share at 0.306 Forward shares, payable in cash or Forward stock at each holder's election. At Forward's $6.95 close on September 14, that implies $2.13 per SkyAI share, a 50% premium to SkyAI's $1.42 close the same day. The proposal is non-binding and subject to due diligence, a definitive agreement, regulatory approvals and a SkyAI shareholder vote.

"Our updated offer reflects our conviction in the value this combination can create," Ryan Navi, Forward's chief investment officer, said in the release. "SkyAI's stockholders have waited long enough. We're ready to move quickly - the next step is for the Board to engage." Forward asked for a response by 5:00 p.m. Eastern on September 25, 2026. That deadline had not passed when this article was published, and SkyAI had issued no public response to the revised offer.

The revised bid follows Forward's June 15 all-stock proposal at $1.55 a share, which SkyAI's board rejected unanimously on July 17, according to Forward's letter. SkyAI is not the first Solana treasury company to turn Forward away: Brera Holdings rejected an all-stock approach in June, and HSDT turned down a third bid days later. Forward has kept growing regardless, reaching 8.16 million SOL in September and raising $25 million in a registered direct offering to buy more.

SkyAI board promises capital allocation and governance review

SkyAI, formerly Sharps Technology, describes itself as a Solana digital asset treasury building a financial platform that will combine stablecoin rails on Solana with AI. In its September 24 statement on the results, SkyAI's board said "the Annual Meeting voting results reflect significant concerns among our shareholders" and that it is evaluating actions across capital allocation, corporate governance and strategic direction, with the goal to "narrow the discount of the Company's share price to NAV." The board promised an update "in the coming weeks." The statement did not mention Forward's revised proposal.

SkyAI's board kept its seats but lost the equity plan vote, as The Block reported, and it now faces a standing offer from Forward alongside its own promised review. A Solana treasury company asks shareholders to trust management with a large SOL position. At SkyAI, most votes cast on every director were withheld, and the board has acknowledged the concern even though the voting rules left it unchanged. SkyAI's board can engage with Forward, reject the revised bid as it did the first, or answer with the strategic update it has promised. It has not said which.