Gemini Space Station (GEMI) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 15, 2026, to be held virtually; record date is April 20, 2026.

• Key proposals include election of six directors and ratification of Deloitte & Touche LLP as auditor.

• Company is a controlled entity under Nasdaq rules, with over 50% voting power held by a group.

• Recent executive transitions: departures of CFO, COO, and Chief Legal Officer in February 2026; interim appointments made.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors for one-year terms and ratifying Deloitte & Touche LLP as independent auditor for 2026.

• Proposals require a plurality (directors) or majority (auditor) of votes cast; broker non-votes do not affect outcomes.

• Shareholder proposals for the 2027 meeting must be submitted by December 31, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board consists of six members, including four independent directors.

• Tyler Winklevoss serves as Chair and CEO; Cameron Winklevoss as Vice Chair and President; Jonathan Durham is Lead Independent Director.

• Board committees: Audit and Risk, Compensation, and Nominating and Governance, each with defined charters.

• Code of Business Conduct and Ethics applies to all directors, officers, and employees.