TON Strategy Company (TONX) Proxy Filing summary

Executive summary

• The 2025 Virtual Annual Meeting will be held on October 24, 2025, with voting on director elections, executive compensation, frequency of say-on-pay votes, and auditor ratification.

• Five directors are nominated for election, all of whom are current board members.

• Shareholders will vote on a non-binding advisory resolution to approve executive compensation and the frequency of future such votes, with the board recommending annual votes.

• Ratification of Grassi & Co., CPAs, P.C. as the independent registered public accounting firm for 2025 is on the agenda.

• Major shareholders and beneficial ownership details are disclosed, with significant new equity issued in a $558 million PIPE financing.

Voting matters and shareholder proposals

• Proposals include electing five directors, approving executive compensation, setting the frequency of say-on-pay votes, and ratifying the auditor.

• Board recommends voting FOR all director nominees, FOR executive compensation, ONE YEAR for say-on-pay frequency, and FOR auditor ratification.

• Shareholders of record as of September 25, 2025, are eligible to vote.

• Stockholder proposals for the 2026 meeting must be submitted by June 5, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board consists of five members, with three qualifying as independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Governance and Nominating, each with defined charters and independent membership.

• All directors attended the 2024 annual meeting; board and committee meetings were held regularly.

• No family relationships or special arrangements exist among directors or nominees.

• Stockholders can communicate directly with the board via the corporate secretary.