ysac20260618

ysac20260618_8k.htm

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 18, 2026

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	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SKYH WS	The 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. ☐

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

On June 18, 2026, Sky Harbour Group Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company's stockholders approved an amendment (the “Amendment”) to the Company's 2022 Incentive Award Plan (the “Incentive Award Plan”) to increase the number of shares of the Company's Class A common stock, par value $0.0001 per shares (“Common Stock”), reserved for issuance under the Incentive Award Plan by 1,500,000 shares of Class A Common Stock. The Amendment did not modify any other terms of the Incentive Award Plan.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

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

On June 18, 2026, the Company held its Annual Meeting. The Company’s stockholders voted on five 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 30, 2026 (the “Proxy Statement”).

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 2027, 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		48,750,298		900,289		122,827		7,883,942
Jody Gessow		49,392,366		48,171		332,877		7,883,942
Alethia Nancoo		49,384,413		54,211		334,790		7,883,942
Alex B. Rozek		49,716,988		55,934		492		7,883,942
Lysa Leiponis		49,384,463		56,065		332,886		7,883,942
Nick Wellmon		49,308,184		15,952		449,278		7,883,942
Jordan Moelis		49,395,476		43,582		334,356		7,883,942

Proposal 2 (Amendment to 2022 Incentive Award Plan) - The Company’s stockholders approved the Amendment to the Incentive Award Plan. The following table sets forth the voting results for this proposal:

For		Against		Abstentions		Broker Non-Votes
47,649,011		2,122,060		2,343		7,883,942

Proposal 3 (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, 2026. The following table sets forth the voting results for this proposal:

For		Against		Abstentions
57,642,943		13,514		899

Proposal 4 (“Say-on-Pay”) - The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement. The following table sets forth the voting results for this proposal:

For		Against		Abstentions		Broker Non-Votes
49,634,762		134,564		4,088		7,883,942

Proposal 5 (“Frequency of Future Advisory Votes”) - Consistent with the recommendation of the Company's board of directors (the “Board”), the Company’s stockholders selected, on a non-binding advisory basis, three years as the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers. The following table sets forth the voting results for this proposal:

Votes for 1 Year		Votes for 2 Years		Votes for 3 Years		Abstentions		Broker Non-Votes
3,548,221		7,189		46,178,244		39,760		7,883,942

Based on the results of Proposal 5, the Board has determined that the Company will hold future stockholder advisory votes on the compensation of its named executive officers every three years.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The Exhibit Index set forth below is incorporated herein by reference.

EXHIBIT INDEX

Exhibit Number	Exhibit Title
10.1	Amendment No. 1 to the Sky Harbour Group Corporation 2022 Incentive Award Plan.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 23, 2026	By:	/s/ Tal Keinan
		Tal Keinan
		Chief Executive Officer

Exhibit 10.1

AMENDMENT NO. 1 TO THE

SKY HARBOUR GROUP CORPORATION 2022 INCENTIVE AWARD PLAN

This Amendment No. 1 (“Amendment No. 1”) to the Sky Harbour Group Corporation 2022 Incentive Award Plan (the “Plan”), is made effective as of June , 2026. All capitalized terms not specifically defined in this Amendment No. 1 shall have the meanings ascribed to them in the Plan.

The Plan is hereby amended as follows:

1. The text of Section 3.1(a) of the Plan is hereby amended and restated to read in its entirety as follows:

“(a) Subject to Sections 3.1(b) and 12.2, Awards may be made under the Plan covering an aggregate of 7,662,937 Shares (the “Share Reserve”). The Share Reserve shall also constitute the maximum number of Awards under the Plan that may be granted as Incentive Stock Options. Commencing on January 1, 2023, and on each subsequent anniversary thereof (but not following the Expiration Date), the Share Reserve shall be increased, if and to the extent approved by the Board, by a number of Shares equal to either (i) 0.5% of the Aggregate Fully Diluted Shares as of such date, or (ii) such lesser amount determined by the Board. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock, or Common Stock purchased on the open market. Subject to Section 12.2, each Incentive Equity Unit issued pursuant to an Award shall count as one Share for purposes of calculating the aggregate number of Shares available for issuance under the Plan as set forth in this Section 3.1(a).”

Except to the extent amended hereby, the terms and provisions of the Plan shall remain in full force and effect.