IP Strategy Holdings (IPST) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 24, 2025, with nine key proposals for shareholder vote, including director elections, compensation, share issuances, and governance matters.

• Board recommends voting FOR all proposals except Proposal 3, for which it recommends a triennial (three-year) frequency.

• Record date for voting is May 30, 2025, with 12,050,386 shares of common stock outstanding.

Voting matters and shareholder proposals

• Proposals include election of two Class III directors, advisory votes on executive compensation and its frequency, approval of share issuances under ELOC and SPA agreements, increase in authorized shares, amendment to the equity incentive plan, auditor ratification, and potential adjournment.

• Board recommends FOR all proposals and "THREE YEARS" for the frequency of say-on-pay votes.

• Shareholders can vote via internet, mail, or in person; beneficial owners must follow broker instructions.

Board of directors and corporate governance

• Board consists of eight members divided into three classes with staggered three-year terms.

• Five directors are independent; only independent directors serve on key committees.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Technology and Cryptocurrency.

• Board emphasizes diversity, ethical conduct, and regular self-assessment.