Nakamoto (NAKA) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting is scheduled for November 8, 2024, to re-elect five directors and ratify the appointment of the independent auditor.

• Only stockholders of record as of August 6, 2024, are eligible to vote; 5,947,169 shares of common stock are outstanding.

• Proxies are solicited primarily via the Internet to reduce environmental impact, with options for printed materials upon request.

• Executive officers and directors control approximately 50.2% of outstanding shares and intend to vote in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include re-election of five directors and ratification of Sadler Gibb & Associates as independent auditor for 2024.

• Board recommends voting “FOR” all nominees and auditor ratification.

• Stockholders may submit proposals for the 2025 meeting by May 1, 2025, in compliance with SEC rules and bylaws.

Board of directors and corporate governance

• Board consists of five nominees: Tim Pickett, Adam Cox, Amy Powell, Christian Robinson, and Gary Seelhorst, each with diverse backgrounds in healthcare, finance, compliance, and business development.

• Three independent directors were appointed in 2024, and all outside directors meet Nasdaq independence standards.

• Board committees include Audit, Governance and Nominating, and Compensation, each with formal charters and regular meetings.

• The company has adopted a Code of Ethics and Code of Conduct, available on its website.

• Board is committed to diversity, equity, and inclusion.