BTCS (BTCS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 8, 2026, to address director elections, auditor ratification, amendments to the equity incentive plan, and other business.

• Shareholders of record as of April 13, 2026, are entitled to vote; 49,775,371 shares of common stock are eligible.

• Voting can be done online, by phone, mail, fax, or during the meeting; proxies are revocable up to and including the meeting date.

• The Board recommends voting “For” all proposals.

Voting matters and shareholder proposals

• Election of three directors: Charles Allen, Charles Lee, and Ashley DeSimone, all current directors.

• Ratification of Forvis Mazars, LLP as the independent auditor for fiscal 2026.

• Amendments to the 2021 Equity Incentive Plan: increase authorized shares to 24,500,000, permit return of certain shares for future grants, and add a 2.5% evergreen provision.

• Approval to adjourn the meeting if necessary to solicit additional proxies.

• Shareholder proposals for the 2027 meeting must be submitted by February 8, 2027, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of four members, with three standing for re-election; all nominees have significant experience in blockchain, technology, and capital markets.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with written charters.

• Charles Lee and Ashley DeSimone are considered independent directors; Charles Allen is not independent.

• The Board held five meetings in 2025, with all directors attending at least 75% of meetings.

• The Board combines the roles of Chairman and CEO for decisive leadership and risk oversight.