Bitcoin Depot (BTM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 19, 2024, to be held virtually; record date is October 22, 2024.

• Stockholders will vote on electing seven directors and ratifying Wolf & Company, P.C. as the new independent auditor.

• Brandon Mintz and affiliates control 95.84% of voting power, ensuring Board recommendations are likely to pass.

• Proxy materials are distributed via internet access, with options for electronic, phone, or mail voting.

Voting matters and shareholder proposals

• Proposal 1: Elect seven director nominees to serve until the next annual meeting.

• Proposal 2: Ratify Wolf & Company, P.C. as independent auditor for 2024, following dismissal of KPMG.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• Stockholder proposals for the 2025 meeting must be received by August 21, 2025.

Board of directors and corporate governance

• Board consists of seven directors, with a majority deemed independent under Nasdaq rules.

• Controlled company status exempts from some Nasdaq governance requirements.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance.

• Lead independent director role held by Bradley Strock; CEO and Chairman roles combined.

• Board diversity matrix disclosed; one female, six male directors.