Eightco Holdings (ORBS) Proxy filing summary

Executive summary

• Annual meeting set for Dec. 11, 2026, in virtual-only format; record date Oct. 16, 2026, with 419,410,502 common shares outstanding and one vote per share.

• Board recommends votes for Thomas Lee’s election, a major authorized-share increase, auditor ratification and possible adjournment to solicit additional proxies.

Voting matters and shareholder proposals

• Thomas Lee, a current director and Bitmine executive chairman, is nominated as Class I director through the 2029 annual meeting; election requires a plurality of votes cast.

• Charter proposal would raise authorized common shares from 10 billion to 500 billion; Board cites flexibility for digital-asset treasury funding, equity financings and strategic transactions.

• No specific issuance or transaction is planned; additional shares could dilute earnings per share and voting power, affect share price, or help deter a change in control.

• Stephano Slack LLC is proposed for ratification as auditor for FY 2026; the Audit Committee will reconsider its selection if stockholders reject ratification.

• Adjournment would allow additional proxy solicitation if votes are insufficient; stockholders must submit Rule 14a-8 proposals for the 2027 meeting by June 29, 2027.

Board of directors and corporate governance

• Five directors serve staggered three-year terms; four directors were determined independent under Nasdaq rules.

• Kevin O'Donnell combines Chairman and CEO roles; Frank Jennings is Lead Independent Director, presiding at independent-director sessions and serving as a stockholder liaison.

• Board held 15 meetings in 2025; Audit, Compensation and Nominating and Corporate Governance Committees held 4, 2 and 2 meetings, respectively.

• Board seeks diversity of experience, viewpoints, education and skills in director candidates; stockholder-recommended nominees are considered on the same basis as other candidates.