Skillsoft shareholders approve officer exculpation amendment and reverse stock split authorization

Skillsoft Corp.

Approved amendment limiting officer liability for breach of fiduciary duty (106.4M for, 13.7M against).
Board authorized to effect reverse stock split at ratio between 1:10 and 1:30 (124.2M for, 4.1M against).
Class II directors reelected: Lawrence C. Illg, Michael S. Klein, Lawrence H. Summers.
Ratified Ernst & Young as independent auditor for fiscal year ending Jan 31, 2024 (100.8M for).

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Skillsoft Corp.: Amended Article VII of the Certificate of Incorporation to limit the liability of officers as permitted under DGCL Section 102(b)(7) (effective 2023-07-21).

Change: charter amendment
Effective: 2023-07-21

Exact text from the filing

On July 21, 2023, Skillsoft Corp. (the “Company”) filed a certificate of amendment (the “Amendment”) to its second amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Amendment amends Article VII of the Certificate of Incorporation to limit the liability of officers, as permitted under Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”). The Amendment amends the Certificate of Incorporation to limit the liability of directors and officers for monetary damages for breach of fiduciary duty as a director or officer, except to the extent such limitation on liability is not permitted under the DGCL as presently in effect or as amended in the future. The Amendment permits exculpation of certain officers in connection with direct claims brought by stockholders. The Amendment does not exculpate officers from liability for breach of the duty of loyalty, acts or omissio

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Skillsoft Corp. shareholders approved Election of Class II Directors at the 2023-07-20 meeting.

Proposal: director election
Outcome: passed
Meeting: 2023-07-20

Exact text from the filing

Proposal No. 1 – Election of Class II Directors: Name Votes For Votes Withheld Broker Non- Votes Lawrence C. Illg 101,451,922 18,889,880 8,251,666 Michael S. Klein 88,687,347 31,654,455 8,251,666 Lawrence H. Summers 93,341,809 26,999,993 8,251,666

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Skillsoft Corp. shareholders approved Approval of an Amendment to our Certificate of Incorporation to Limit the Liability of Certain of Our Officers as Permitted by Recent Amendments to the General Corporation Law of the State of Delaware at the 2023-07-20 meeting.

Proposal: charter amendment
Outcome: passed
Meeting: 2023-07-20

Exact text from the filing

Proposal No. 2 – Approval of an Amendment to our Certificate of Incorporation to Limit the Liability of Certain of Our Officers as Permitted by Recent Amendments to the General Corporation Law of the State of Delaware: Votes For Votes Against Abstentions Broker Non-Votes 106,444,074 13,666,081 231,647 8,251,666

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Skillsoft Corp. shareholders approved Authorization of the Board, in its Discretion, to Amend our Certificate of Incorporation to Effect a Reverse Stock Split at the 2023-07-20 meeting.

Proposal: reverse split
Outcome: passed
Meeting: 2023-07-20

Exact text from the filing

Proposal No. 3 – Authorization of the Board, in its Discretion, to Amend our Certificate of Incorporation to Effect a Reverse Stock Split: Votes For Votes Against Abstentions Broker Non-Votes 124,242,047 4,120,177 231,244 –

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Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Skillsoft Corp. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-07-20 meeting.

Proposal: auditor ratification
Outcome: passed
Meeting: 2023-07-20

Exact text from the filing

Proposal No. 4 – Ratification of Appointment of Independent Registered Public Accounting Firm: Votes For Votes Against Abstentions Broker Non-Votes 100,807,469 27,429,408 356,591 –

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84 governance changes filed in the last 30 days. Browse all governance changes →

Skillsoft Corp. filing history →

Source: SEC EDGAR

accession 0001437749-23-020549

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