Grayscale Investments (GRAY) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 24, 2025, with voting on key proposals including director elections, auditor ratification, and an equity plan amendment.

• Only stockholders of record as of April 28, 2025, are eligible to vote, with one vote per share.

• The company continues to operate as an emerging growth and smaller reporting company, utilizing reduced disclosure requirements.

Voting matters and shareholder proposals

• Stockholders will vote to elect three Class II directors for three-year terms, ratify Moss Adams LLP as auditor, and approve an amendment to the 2023 Equity Incentive Plan to add 600,000 shares.

• The board recommends voting FOR all proposals.

• Voting can be done online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

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

• Committees include Audit, Compensation, and Nominating and Corporate Governance, all with written charters and independent members.

• The CEO and Chair roles are separated to enhance oversight.

• The board meets regularly, with all directors attending at least 75% of meetings in 2024.

• Director nominees and continuing directors have extensive experience in life sciences, finance, and public company governance.