Grayscale Investments (GRAY) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for August 27, 2024, to be held virtually, with voting available online, by phone, or mail.

• Key proposals include electing two Class I directors, ratifying the appointment of Moss Adams LLP as auditor, and amending the 2023 Equity Incentive Plan to increase authorized shares by 1,500,000.

• Only stockholders of record as of June 28, 2024, are eligible to vote; each share equals one vote.

• The board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class I directors for three-year terms expiring in 2027.

• Proposal 2: Ratify Moss Adams LLP as independent auditor for fiscal year 2024.

• Proposal 3: Approve amendment to the 2023 Equity Incentive Plan, increasing share reserve by 1,500,000 shares.

• Shareholders may submit additional proposals for future meetings following specific bylaw procedures.

Board of directors and corporate governance

• The board consists of seven directors, with a majority being independent under Nasdaq rules.

• Separate CEO and Chair roles enhance accountability and board independence.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, each with written charters.

• Board diversity is considered, with self-identified gender and demographic data disclosed.

• Directors are encouraged to attend annual meetings; three attended in 2023.