DeFi Development (DSDV) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 16, 2026, at 2:00 p.m. ET; record date Oct. 23, 2026.

• Stockholders will elect five directors and vote on ratifying Wolf & Company, P.C. for FY2026; the Board recommends FOR both matters.

Voting matters and shareholder proposals

• Five nominees are Joseph Onorati, William Caragol, Blake Janover, Zachary Tai and Hadley Stern; directors serve until the 2027 annual meeting.

• Director elections use plurality voting; auditor ratification requires FOR votes to exceed AGAINST votes. Abstentions have no effect on either result.

• Rule 14a-8 proposals for the 2027 meeting must arrive by July 7, 2027; other business proposals are subject to advance-notice deadlines, generally Aug. 18–Sept. 17, 2027.

Board of directors and corporate governance

• Thomas Perfumo and Adam Townsend resigned Oct. 21, 2026; the Board reduced its size from seven to five directors.

• CEO Joseph Onorati also serves as Board Chair; the Board considers this structure appropriate and has no designated lead independent director.

• Caragol, Tai and Stern are independent; Onorati and Janover are not. The Audit, Compensation, and Nominating and Corporate Governance committees comprise Caragol, Tai and Stern.

• The Board met 17 times in FY2025 and acted by unanimous written consent 36 times; directors each attended at least 75% of applicable Board and committee meetings.

• A clawback policy requires recovery of erroneously awarded incentive compensation after an accounting restatement, covering the prior three completed fiscal years.