Bonk (SHOT) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for December 11, 2026; record date October 14, 2026. Stockholders are asked to elect six directors, ratify M & K CPAS, PLLC for FY2026, and approve an equity-plan share reserve of 1,800,000, up from 1,057,143.

• The Board recommends FOR all six nominees and both proposals; signed proxies without voting directions will be voted in accordance with those recommendations.

Voting matters and shareholder proposals

• Six director nominees will serve until successors are elected at the 2027 annual meeting or earlier resignation or removal; election requires a plurality of votes cast.

• Auditor ratification and the equity-plan amendment each require a majority of shares present or represented by proxy and entitled to vote; abstentions count against both proposals.

• Director elections and the equity-plan amendment are non-routine; uninstructed brokers cannot vote on them. Auditor ratification is routine, so brokers may vote uninstructed shares.

• Stockholder proposals for the 2027 annual meeting must meet Rule 14a-8 requirements and arrive by June 28, 2027; notices for proxy solicitation supporting alternative director nominees are due October 12, 2027.

Board of directors and corporate governance

• Six nominees: Jarrett Boon, Christopher Marc Melton, Mitchell Rudy, Connor Klein, James McAvity, and Stacey Duffy; four nominees—Melton, Klein, McAvity, and Duffy—were determined independent under Nasdaq standards.

• Board leadership is separated: independent director Melton has chaired the Board since April 2026; Boon serves as CEO. The Board may combine the roles in the future.

• Three standing committees have written charters; in FY2025 the Board held five meetings, the Audit Committee four, Compensation Committee two, and Nominating and Corporate Governance Committee one.

• During FY2025, directors and officers had late or unfiled Form 3 reports: Rudy, Lucky Dog Holdings, Klein, and Duffy filed late; Russell, McAvity, and former director Richard Pascucci had not yet filed.