TON Strategy Company (TONX) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on September 26, 2024, with voting on director elections, a reverse stock split, and auditor ratification.

• Only shareholders of record as of July 29, 2024, are entitled to vote.

• The board recommends voting in favor of all proposals.

• Forward-looking statements are included, subject to risks and uncertainties as described in the annual report.

Voting matters and shareholder proposals

• Shareholders will vote to elect four directors, approve a reverse stock split (1-for-5 to 1-for-200), and ratify the selection of Grassi & Co. as the independent auditor.

• The reverse stock split aims to regain Nasdaq compliance and improve stock attractiveness.

• 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

• The board consists of four directors, three of whom are independent.

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

• Directors are assessed annually, and a code of ethics is in place for all directors and employees.

• Board leadership combines the roles of Chairperson and CEO, with a Lead Independent Director designated.