TON Strategy Company (TONX) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for September 26, 2024, to be held virtually, with voting on key proposals including director elections, a reverse stock split, and auditor ratification.

• Only stockholders of record as of July 29, 2024, are eligible to vote; 145,597,352 shares outstanding as of the record date.

• Proxy materials are available online, and voting can be done via internet, phone, mail, or during the virtual meeting.

Voting matters and shareholder proposals

• Election of four directors to serve until the next annual meeting or until successors are elected.

• Proposal to authorize a reverse stock split at a ratio between 1-for-5 and 1-for-200, to be executed at the board's discretion within one year.

• Ratification of Grassi & Co., CPAs, P.C. as the independent registered public accounting firm for fiscal year 2024.

• Board recommends voting “FOR” all proposals.

• Shareholder proposals for the 2025 meeting must be submitted by April 22, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of four members: one non-independent (Chair/CEO) and three independent directors.

• Board committees include Audit, Compensation, Governance and Nominating, Risk and Disclosure, and Fiscal Oversight.

• Board diversity matrix provided; all current directors are male and white.

• Directors are subject to annual assessments and a code of ethics is in place.

• No family relationships among directors or executive officers.