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; 145,597,352 shares are outstanding.

• The board recommends voting in favor of all proposals, including the reverse stock split to regain Nasdaq compliance.

• Forward-looking statements are included, subject to risks detailed in the 2023 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-100), and ratify Grassi & Co. as the independent auditor.

• The reverse stock split aims to increase share price and maintain Nasdaq listing.

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

Board of directors and corporate governance

• Four directors are nominated: Rory J. Cutaia, Kenneth S. Cragun, James P. Geiskopf, and Edmund C. Moy; three are independent.

• The board has Audit, Compensation, Governance and Nominating, Risk and Disclosure, and Fiscal Oversight Committees.

• Board diversity is reported; all directors attended 2023 meetings.

• No family relationships or significant legal proceedings among directors.

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