Monitor the December 3 annual meeting for vote results — the prior DEFA14A filings signaling a contested election make the director vote the key event. If any nominee receives significant withhold votes, expect a follow-up filing. The fully exhausted 2020 Stock Plan means any new equity grants will require a new stockholder-approved plan, which would require a new proxy statement.
Price Chart
Executive Summary
Sky Quarry Inc. filed its definitive proxy statement for the 2026 annual meeting scheduled for December 3, 2026. The meeting will feature uncontested election of five director nominees (all incumbents) and ratification of Tanner LLC as auditor. The filing discloses a related-party promissory note from an affiliate of director Alexander Monje totaling $448,724 at 15% interest, which was repaid in full on May 19, 2026. The proxy statement also reveals post-fiscal-year one-time cash bonuses of $100,000 to Interim CEO Marcus Laun and $125,000 to Chairman Matthew Flemming, plus $175,000 payments to each of the three independent directors. The 2020 Stock Plan has no remaining shares available for future grants. The filing is routine for an annual meeting with no contested items, but the context of prior DEFA14A filings indicates an ongoing proxy contest or dissident campaign.
Key Facts
- Annual meeting scheduled for December 3, 2026; record date October 14, 2026
- 8,808,017 shares of common stock outstanding as of record date
- Five director nominees: Marcus Laun, Matthew Flemming, Robert Byrne, Omar Hussein, Alexander Monje — all incumbents
- Three of five directors (Byrne, Monje, Hussein) are independent under Nasdaq rules
- Tanner LLC appointed as auditor for FY2026; audit fees were $351,010 in FY2025 vs $257,069 in FY2024
- Related-party promissory note from Biscayne Ventures Advisors (affiliate of director Monje) — $448,724 principal at 15% interest, repaid in full on May 19, 2026 with $452,413.58 principal and $19,554 interest
- Post-FY2025 one-time cash bonuses: $100,000 to Marcus Laun, $125,000 to Matthew Flemming
- Post-FY2025 one-time cash payments of $175,000 each to independent directors Byrne, Monje, and Hussein
- 2020 Stock Plan fully exhausted — 0 shares available for future grants; 62,500 options outstanding with $96.00 weighted-average exercise price
- Former CEO David Sealock terminated for cause on August 28, 2025; former CFO Darryl Delwo resigned August 4, 2025
- Heidi Bowman appointed CFO on August 18, 2026
- No shareholder proposals on the ballot
- Prior DEFA14A filings (Oct 23 and Sep 4, 2026) indicate an active proxy contest or dissident campaign
Financial Impact
Related-party note of $448,724 at 15% interest repaid in full; post-FY2025 cash bonuses totaling $225,000 to executives and $525,000 to independent directors; audit fees increased 37% YoY to $351,010
Risk Factors
- Proxy contest or dissident campaign may result in unexpected director election results
- 2020 Stock Plan is fully exhausted — no shares available for future equity grants without new stockholder approval
- Significant post-FY2025 cash compensation ($750,000 total) relative to $19M market cap may raise governance concerns
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001096906-26-001622 |
| Document: 0001096906-26-001622-index-headers.html | 0001096906-26-001622 |
| Document: 0001096906-26-001622-index.html | 0001096906-26-001622 |
| Document: 0001096906-26-001622.txt | 0001096906-26-001622 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | DEFA14A | $2.20 | awaiting T+1 | — | $2.16 (−1.82%) |
Oct 23, 2026 3d ago | DEF 14A | $2.18 | awaiting T+1 | — | $2.16 (−0.87%) |
Oct 8, 2026 18d ago | 8-K | $2.45 $2.33 | ▲ +4.90% | ▲ +4.84% | $2.16 (+11.84%) |
Sep 24, 2026 4w ago | 8-K | $2.91 $2.67 | ▼ −8.25% | ▼ −8.79% | $2.16 (−25.77%) |
Sep 18, 2026 5w ago | 424B5 | $2.67 $2.60 | ▲ +2.62% | ▲ +2.61% | $2.16 (+19.10%) |
Sep 4, 2026 7w ago | DEFA14A | $2.66 $2.67 | ▲ +0.38% | ▲ +0.84% | $2.16 (−18.80%) |
Aug 21, 2026 9w ago | 8-K | $2.75 $2.68 | ▼ −2.55% | ▼ −2.25% | $2.16 (−21.45%) |
Jul 21, 2026 13w ago | 8-K | $4.13 $5.64 | ▲ +36.56% | ▲ +37.80% | $2.16 (−47.70%) |
Jul 2, 2026 16w ago | 8-K | $2.64 $2.12 | ▲ +19.70% | ▲ +20.57% | $2.16 (+18.18%) |
Apr 22, 2026 26w ago | 424B5 | $7.06 $6.00 | ▲ +15.01% | ▲ +15.80% | $2.16 (+69.41%) |
US Market Status
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