SKYX Platforms Corp
For the period ended Dec 31, 2023. Filed May 16, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed May 16, 2024
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Cover page
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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 ☒
Filed by a Party other than the Registrant ☐
| Check the appropriate box: | |
|---|---|
| ☐ | 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 under §240.14a-12 |
SKYX PLATFORMS 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. |
| ☐ | 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. |
SKYX PLATFORMS CORP.
2855 W. McNab Road
Pompano Beach, Florida 33069
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 10, 2024
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of SKYX Platforms Corp. (the “Company,” “we,” “us” or “our”) to be held on July 10, 2024 beginning at 11:00 a.m. Eastern Time, at 2855 W. McNab Road, Pompano Beach, Florida 33069, for the following purposes:
| 1. | To elect Rani R. Kohen, Nancy DiMattia, Gary N. Golden, Efrat L. Greenstein Brayer, Thomas J. Ridge, Dov Shiff, and Leonard J. Sokolow to serve as directors until the next Annual Meeting of Stockholders or until their successors have been duly elected and qualified; |
| 2. | To ratify the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | To approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers (sometimes referred to as “say-on-pay”); |
| 4. | To approve the Company’s Amended and Restated 2021 Stock Incentive Plan; and |
| 5. | To transact such other business as may properly come before the Annual Meeting or at any adjournments or postponements thereof. |
Only stockholders of record at the close of business on May 15, 2024 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournments or postponements thereof.
**Your vote is very important.**We urge you to vote your proxy promptly by Internet, telephone or mail, as described in the proxy statement accompanying this notice, whether or not you plan to attend the Annual Meeting in person. Submitting your proxy does not deprive you of your right to attend the Annual Meeting and vote in person. Proxies are being solicited on behalf of our Board of Directors. We look forward to your participation in the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ RANI R. KOHEN
Rani R. Kohen
Executive Chairman
Pompano Beach, Florida
May 16, 2024
**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 10, 2024:**The Company’s proxy statement and Annual Report to Stockholders for the year ended December 31, 2023 are available at www.proxyvote.com.
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING | 1 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 6 |
| Our Board of Directors | 6 |
| Recommendation of the Board of Directors | 8 |
| THE BOARD, ITS COMMITTEES AND ITS COMPENSATION | 9 |
| Director Independence | 9 |
| Composition of our Board of Directors | 9 |
| Diversity | 9 |
| Board Leadership Structure and Board’s Role in Risk Oversight | 10 |
| Board Committees | 10 |
| Board Meetings | 14 |
| Annual Meetings of Stockholders | 14 |
| Human Capital | 14 |
| Sustainability | 14 |
| Cybersecurity | 15 |
| Code of Business Conduct and Ethics | 16 |
| Communication with the Board of Directors | 16 |
| Involvement in Certain Legal Proceedings | 16 |
| Hedging or Pledging of Company Stock | 16 |
| DIRECTOR COMPENSATION | 17 |
| Director Compensation Table | 18 |
| PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 19 |
| Proposal to Ratify Appointment of M&K | 19 |
| Audit and Non-Audit Fees | 19 |
| Pre-Approval Policy | 19 |
| Recommendation of the Board of Directors | 19 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 20 |
| EXECUTIVE COMPENSATION | 21 |
| Compensation Overview | 21 |
| Summary Compensation Table | 23 |
| Outstanding Equity Awards at Fiscal Year End | 25 |
| Agreements with Named Executive Officers | 27 |
| Stock Incentive Plans | 31 |
| Termination or Change in Control Benefits | 35 |
| Compensation Recovery Policy | 35 |
| Stock Incentive Plan Information | 36 |
| PAY VERSUS PERFORMANCE | 37 |
| PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS | 40 |
| Recommendation of the Board of Directors | 40 |
| PROPOSAL NO. 4 APPROVAL OF THE SKYX PLATFORMS CORP. AMENDED AND RESTATED 2021 STOCK INCENTIVE PLAN | 41 |
| Plan Highlights | 41 |
| Summary of the Plan | 42 |
| Federal Income Tax Consequences | 45 |
| Registration with the SEC | 47 |
| New Plan Benefits | 47 |
| Recommendation of the Board of Directors | 47 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 48 |
| Changes in Control | 49 |
| DELINQUENT SECTION 16(a) REPORTS | 50 |
| AUDIT COMMITTEE REPORT | 51 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 52 |
| Related Party Transactions | 52 |
| Policies and Procedures for Related Party Transactions | 53 |
| OTHER INFORMATION | 54 |
| Stockholder Proposals for the 2025 Annual Meeting | 54 |
| Forward-Looking Statements | 54 |
| Our Website | 55 |
| OTHER MATTERS | 55 |
| APPENDIX A | A-1 |
i
SKYX PLATFORMS CORP.
2855 W. McNab Road
Pompano Beach, Florida 33069
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 10, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.