IP Strategy Holdings (IPST) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 24, 2025, with nine proposals up for shareholder vote, including director elections, compensation matters, share issuances, amendments to the certificate of incorporation, and auditor ratification.

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

• Voting can be done online, by mail, or in person, with a record date of May 30, 2025, and a quorum requirement of one-third of outstanding shares.

Voting matters and shareholder proposals

• Election of two Class III directors for three-year terms.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes.

• Approval of share issuances under the ELOC Purchase Agreement and upon conversion of Series B Preferred Stock and warrants.

• Amendment to increase authorized shares of capital stock.

• Amendment to the 2024 Equity Incentive Plan to increase shares available for issuance.

• Ratification of CBIZ CPAs, P.C. as independent auditor for 2025.

• Proposal to adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Board expanded to eight members, with staggered three-year terms across three classes.

• Five directors are independent; all audit, compensation, and nominating committee members are independent.

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

• Board and committees have authority to retain independent advisors and review governance practices regularly.

• Board encourages diversity in experience and background, though no formal diversity policy exists.