Bakkt I (BKKT) Proxy filing summary

Executive summary

• 2025 marked a year of restructuring, with a new CEO, business simplification, debt elimination, and strengthened governance through new board appointments.

• The company is positioned as an integrated infrastructure platform with three business lines: Bakkt Markets, Bakkt Agent, and Bakkt Global, focusing on regulated digital asset trading, programmable payments, and international expansion.

• The board emphasizes disciplined execution and long-term value creation as the company enters a new phase.

Voting matters and shareholder proposals

• Stockholders will vote to elect two Class II directors (Michael Alfred and Lyn Alden) for terms expiring in 2029.

• An advisory (non-binding) vote on executive compensation is on the agenda.

• Ratification of Grant Thornton LLP as independent auditors for fiscal year 2026 is proposed.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are detailed, including deadlines and requirements.

Board of directors and corporate governance

• The board consists of six directors, five of whom are independent; it is divided into three classes with staggered three-year terms.

• The board chair is independent, and the roles of chair and CEO are separated.

• Committees (Audit and Risk, Compensation, Nominating and Corporate Governance) are composed entirely of independent directors.

• The board regularly reviews strategy, risk, and governance practices, and holds executive sessions without management.

• Policies prohibit hedging or pledging of company securities by insiders.