Skillsoft Corp.
For the period ended Jul 17, 2025. Filed May 29, 2025.
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Jul 17, 2025 · Filed May 29, 2025
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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 14a-6(i)(1) and 0-11. |
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2025 Proxy Statement and
Notice of Annual Meeting of Stockholders
Thursday, July 17, 2025 3:00 p.m. Eastern Time Online at: www.virtualshareholdermeeting.com/SKIL2025
| 300 Innovative Way, Suite 2210 Nashua, NH 03062 | May 29, 2025 |
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Dear Fellow Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Skillsoft Corp., which will be held at 3:00 p.m., Eastern Time, on Thursday, July 17, 2025. 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/SKIL2025 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. You may vote your shares by Internet, telephone, or mail (if you requested and received a paper proxy card or voter instruction form), as instructed by your broker, or electronically at the Annual Meeting.
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Sincerely, Ronald W. Hovsepian Executive Chair and Chief Executive Officer
Skillsoft Corp.
300 Innovative Way, Suite 2210
Nashua, NH 03062
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date: | July 17, 2025 | Record Date: | May 19, 2025 |
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| Time: | 3:00 p.m. ET | Attendance: | www.virtualshareholdermeeting.com/SKIL2025 |
To the Stockholders of Skillsoft Corp.:
We will hold the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Skillsoft Corp. (the “Company,” “Skillsoft,” “we,” “us,” or “our”) on July 17, 2025, 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 Class A Common Shares electronically, and submit your questions online by visiting www.virtualshareholdermeeting.com/SKIL2025 and entering the 16-digit control number included in the notice containing instructions on how to access our proxy materials, your proxy card (the “Proxy Card”), or the voting instructions that accompanied the proxy materials.
Items of Business:
| 1. | To elect as Class I 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, on an advisory basis, the compensation of our named executive officers; |
| 3. | To approve, on an advisory basis, the frequency of advisory votes on the compensation of our named executive officers; |
| 4. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2026; |
| 5. | To approve the adjournment of the Annual Meeting, to a later date or dates, if necessary or appropriate, as determined by the Board in its sole discretion, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the presented proposals or to constitute a quorum; and |
| 6. | To transact any other business that properly comes before the meeting or any adjournment or postponement of the meeting. |
These matters are more fully described in the proxy statement accompanying this notice (the “Proxy Statement”).
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, 2025 (“Annual Report”), via the Internet. On or about May 29, 2025, we are mailing to stockholders of record as of the close of business on May 19, 2025 (the “record date”) a Notice Regarding the Availability of Proxy Materials with instructions on how to access our Proxy Materials and vote via the Internet, by mail, or by telephone. The notice also contains instructions on how to request a paper copy of our Proxy Materials, including our 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 and Chief Executive Officer May 29, 2025
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be held on July 17, 2025. The Proxy Statement and Skillsoft’s Annual Report for fiscal 2025 are available atwww.proxyvote.com.
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