Skillsoft Corp.
For the period ended Jul 18, 2024. Filed Jun 7, 2024.
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Jul 18, 2024 · Filed Jun 7, 2024
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DEF 14A 1 skil20240523_def14a.htm FORM DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
| Filed by the Registrant | ☑ |
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| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2)) |
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| ☑ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a−12 |
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Skillsoft Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☑ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
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2024 Proxy Statement and
Notice of Annual Meeting of Stockholders
Thursday, July 18, 2024 3:00 p.m. Eastern Time Online at: www.virtualshareholdermeeting.com/SKIL2024
| 7887 E. Belleview Ave, Suite 600 Greenwood Village, CO 80111 | June 7, 2024 |
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Dear Fellow Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Skillsoft Corp., which will be held at 3:00 p.m., Eastern Time, on Thursday, July 18, 2024. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/SKIL2024 and using a 16-digit control number included in your proxy materials.
Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. After reading the Proxy Statement, please promptly vote. Your shares cannot be voted unless you vote by Internet or telephone, vote as instructed by your broker, or vote your shares electronically at the Annual Meeting.
Sincerely, Ronald W. Hovsepian Executive Chair
Skillsoft Corp.
7887 E. Belleview Ave, Suite 600
Greenwood Village, CO 80111
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date: | July 18, 2024 | Record Date: | May 20, 2024 |
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| Time: | 3:00 p.m. ET | Attendance: | www.virtualshareholdermeeting.com/SKIL2024 |
To the Stockholders of Skillsoft Corp.:
We will hold the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Skillsoft Corp. (the “Company,” “Skillsoft,” “we,” “us,” or “our”) on July 18, 2024 at 3:00 p.m. Eastern Time as a virtual meeting held entirely over the Internet. You will be able to attend the Annual Meeting, vote your shares electronically, and submit your questions online by visiting www.virtualshareholdermeeting.com/SKIL2024 and entering the 16-digit control number included in the notice containing instructions on how to access Annual Meeting materials, your proxy card (the “Proxy Card”), or the voting instructions that accompanied the proxy materials (the “Proxy Materials”).
Items of Business:
| 1. | To elect as directors the three nominees named in the accompanying Proxy Statement to a term of three years each, or until their successors have been elected and qualified; |
| 2. | To approve the Amendment to the Skillsoft Corp. 2020 Omnibus Incentive Plan (the “2020 Plan”), to increase the number of shares of Class A common stock available for issuance under the 2020 Plan; |
| 3. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025; and |
| 4. | To approve the adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated votes at the time of the Annual Meeting, there are insufficient shares of our capital stock represented, either in person or by proxy, to constitute a quorum necessary to conduct business at the Annual Meeting or to approve Proposal No. 2 (Amendment to the 2020 Plan). |
These matters are more fully described in the proxy statement accompanying this notice (the “Proxy Statement”). In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered.
We are pleased to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish our Proxy Materials, consisting of the Notice of Annual Meeting, the Proxy Statement and a Proxy Card, and our Annual Report to Stockholders for the fiscal year ended January 31, 2024 (“fiscal 2024”), via the Internet. On or about June 7, 2024, we are mailing to stockholders as of May 20, 2024 (the record date) a notice with instructions on how to access our Annual Meeting materials and vote via the Internet, or by mail, or telephone. The notice also contains instructions on how to request a paper copy of our Proxy Materials and our fiscal 2024 Annual Report (“Annual Report”). This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our Proxy Materials.
Your vote is important. Whether or not you expect to attend the Annual Meeting, the Board encourages you to review the accompanying Proxy Statement for information relating to each of the proposals and to cast your vote promptly.
By Order of the Board, Ronald W. Hovsepian Executive Chair
June 7, 2024
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on July 18, 2024. The Proxy Statement and Skillsoft’s Annual Report for fiscal 2024 are available atwww.proxyvote.com***.***
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