Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Sky Quarry Inc. (the “Company”) held its special meeting of stockholders on September 18, 2026 (the “Meeting”). As of July 24, 2026, the record date for the Meeting, 8,808,017 shares of common stock were issued and outstanding and entitled to vote. A total of 4,481,963 shares were represented in person or represented by proxy at the Meeting, constituting a quorum.
At the Meeting, the Company’s stockholders voted on the following proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 6, 2026. The final voting results for each proposal are set forth below.
Proposal 1 - First Reverse Stock Split
Proposal 1 was for the approval of an amendment to the Company’s Certificate of Incorporation, as amended, to effect, at the discretion of the Company Board of Directors (the “Board”), a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), at a ratio not less than 1-for-2 and not greater than 1-for-25, the exact ratio to be set by the Board, on or before the two-year anniversary of the approval of the proposal (the “First Reverse Stock Split”). The results of the voting were as follows:
Votes For: 3,678,019
Votes Against: 710,157
Votes Abstained: 93,787
Broker Non-Votes: 0
Proposal 1 was approved by the affirmative vote of a majority of the votes cast, but not by the majority of the outstanding shares of Common Stock.
Proposal 2 - Second Reverse Stock Split
Proposal 1 was for the approval of an amendment to the Company’s Certificate of Incorporation, as amended, to effect, at the discretion of the Board, a reverse stock split of the Company’s issued and outstanding shares of Common Stock, at a ratio not less than 1-for-2 and not greater than 1-for-25, the exact ratio to be set by the Board, on or after the date of effectiveness of the First Reverse Stock Split and on or before the two-year anniversary of the approval of this proposal. The results of the voting were as follows:
Votes For: 3,600,553
Votes Against: 777,756
Votes Abstained: 103,652
Broker Non-Votes: 0
Proposal 2 was approved by the affirmative vote of a majority of the votes cast, but not by the majority of the outstanding shares of Common Stock.
Proposal 3 - 2026 Omnibus Incentive Plan
Stockholders approved the Sky Quarry Inc. 2026 Omnibus Incentive Plan. The results of the voting were as follows:
Votes For: 2,041,965
Votes Against: 378,858
Votes Abstained: 110,799
Broker Non-Votes: 1,950,340
Proposal 4 - Adjournment
Stockholders approved one or more adjournments of the Meeting, if necessary, to solicit additional proxies in the event that there were insufficient votes to approve Proposals 1, 2 and 3. The results of the voting were as follows:
Votes For: 3,658,519
Votes Against: 646,051
Votes Abstained: 177,394
Broker Non-Votes: 0