Hyperion DeFi (HYPD) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 30, 2026, with stockholders able to attend and vote online after registering in advance.

• Stockholders of record as of May 4, 2026, are entitled to vote on five key proposals, including director elections, auditor ratification, executive compensation, a charter amendment, and potential adjournment.

• Proxy materials, including the annual report and proxy statement, are available online, and voting can be conducted via internet, phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Election of five directors for one-year terms expiring in 2027.

• Proposal 2: Ratification of CBIZ CPAs P.C. as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Amendment to the charter to allow stockholder action by written consent.

• Proposal 5: Adjournment of the meeting if necessary to solicit additional proxies for Proposal 4.

• No shareholder proposals were received for this meeting.

Board of directors and corporate governance

• The board consists of five members, with four deemed independent under Nasdaq rules.

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

• The board does not have a chairperson or lead independent director; presiding director is designated as needed.

• Director nominations can be made by stockholders following specific procedures.

• Board and committee meetings were well attended in 2025, with all directors meeting attendance requirements.