Additional Proxy Soliciting Materials (definitive) (defa14a)
May 26 2023 - 4:21PM
Edgar (US Regulatory)
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 |
x |
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 |
x |
Definitive Additional Materials |
¨ |
Soliciting Material under §240.14a−12 |
![](https://content.edgar-online.com/edgar_conv_img/2023/05/26/0001104659-23-065482_tm232151d3_defa14aimg001.jpg)
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):
x |
No fee required. |
|
|
¨ |
Fee paid previously with preliminary materials. |
|
|
¨ |
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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| Your Vote Counts!
SKILLSOFT CORP.
7887 E. BELLEVIEW AVE.
SUITE 600
GREENWOOD VILLAGE, CO 80111
SKILLSOFT CORP.
2023 Annual Meeting
Vote by July 19, 2023
11:59 PM ET
You invested in SKILLSOFT CORP. and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the
availability of proxy material for the stockholder meeting to be held on July 20, 2023.
Vote Virtually at the Meeting*
July 20, 2023
11:00 a.m. ET
Virtually at:
www.virtualshareholdermeeting.com/SKIL2023
*Please check the meeting materials for any special requirements for meeting attendance.
Smartphone users
Point your camera here and
vote without entering a
control number
V1.1
For complete information and to vote, visit www.ProxyVote.com
Control #
V18049-P92105
Get informed before you vote
View the Notice, Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by
requesting prior to July 6, 2023. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you
may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email,
please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or
email copy. |
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| THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the
upcoming stockholder meeting. Please follow the instructions on
the reverse side to vote these important matters.
Vote at www.ProxyVote.com
Voting Items
Board
Recommends
V18050-P92105
Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.
01) Lawrence C. Illg
02) Michael S. Klein
03) Lawrence H. Summers
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;
Nominees:
2. To approve an amendment to our Second Amended and Restated Certificate of Incorporation (the “Certificate of
Incorporation”) to limit the liability of certain of our officers as permitted pursuant to recent amendments to the
Delaware General Corporation Law;
3. To authorize the Board of Directors (the “Board”) to amend our Certificate of Incorporation to effect a reverse stock
split of our Class A common stock in a ratio of not less than one-for-ten and not more than one-for-thirty, to be
determined by the Board in its discretion; and
4. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year
ending January 31, 2024.
For
For
For
For |
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