Forward Industries (NASDAQ: FWDI) has issued an open letter to shareholders of SkyAI, urging them to vote against the company’s proposed 2026 Equity Incentive Plan and to withhold votes from all five director nominees at the upcoming annual meeting scheduled for September 18, 2026. The letter highlights concerns about SkyAI’s governance, financial performance, and related-party transactions, which Forward believes undermine shareholder value.
Central to Forward’s objections is SkyAI’s rejection of Forward’s June 15 all-stock acquisition proposal, which valued SkyAI at $1.55 per share—a 20% premium to its prior closing price. According to Forward, this rejection demonstrates a lack of commitment to maximizing shareholder returns. Additionally, Forward points to disclosures in SkyAI’s proxy statement revealing $3.3 million in consulting fees paid to Sol Edge Limited in 2025 and warrants valued at approximately $101.3 million issued to Sol Markets. Forward asserts that these entities are owned and controlled by the brother of SkyAI’s Chief Investment Officer and director, Yuwen (Alice) Zhang, raising serious questions about potential conflicts of interest.
In its letter, Forward emphasizes the significant dilution that would result from the proposed equity incentive plan, which authorizes an additional 5,145,000 shares for equity awards—representing approximately 7.2% additional dilution. Forward argues that such dilution is unjustified, particularly given the company’s recent performance and the rejection of a value-accretive acquisition offer. Shareholders are being asked to vote against the plan, which can be defeated by a majority of votes cast against it, and to withhold votes from all director nominees. However, because SkyAI uses an uncontested plurality voting structure, individual director nominees cannot be defeated solely through withheld votes, making the equity plan vote a critical opportunity for shareholders to express their dissatisfaction.
Forward remains confident in the strategic rationale for a combination with SkyAI and states that it is prepared to engage in discussions regarding a potential strategic transaction. The company believes that a merger would create significant value for both sets of shareholders, but SkyAI’s board has thus far been unwilling to consider the proposal seriously.
This proxy fight underscores broader concerns about corporate governance in emerging technology companies, particularly those with complex related-party structures. Forward’s actions signal that shareholders are increasingly vigilant about oversight and accountability. The outcome of the vote will not only determine the fate of the equity plan but also send a message about the level of shareholder confidence in SkyAI’s current leadership.
For more information on this development, visit the full press release at NetworkNewsWire. Forward Industries is a Solana-focused digital asset treasury company that aims to enhance shareholder value through strategic investments in the Solana ecosystem. Its latest moves reflect a proactive approach to protecting investor interests. As the annual meeting approaches, all eyes will be on SkyAI shareholders to see whether they heed Forward’s call.
