Eightco Holdings (ORBS) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for December 11, 2026; record date October 16, 2026, with four proposals on the ballot. The Board recommends voting FOR each proposal.

• Meeting participation includes online voting and questions; proxies may be changed or revoked before being voted.

Voting matters and shareholder proposals

• Proposal 1 seeks election of Thomas Lee as a Class I director through the 2029 annual meeting; election requires a plurality of votes cast.

• Proposal 2 seeks to raise authorized common shares from 10 billion to 500 billion; the Board cites financing and strategic flexibility, including support for digital-asset treasury plans.

• The Board warns expanded authorization could dilute existing holders and affect market price, and could make delaying or preventing a change in control easier.

• Proposal 3 asks stockholders to ratify Stephano Slack LLC for FY2026 audits; Proposal 4 would allow adjournment to solicit more proxies if votes are insufficient.

• Charter approval requires a majority of voting power entitled to vote; abstentions count against it. Director-election abstentions and broker non-votes have no effect.

Board of directors and corporate governance

• Board has five directors across three staggered classes; Thomas Lee is nominated for the Class I seat. Frank Jennings, Louis Foreman, Nicola Caiano and Lee were determined independent under Nasdaq standards.

• Kevin O'Donnell serves as both Chairman and CEO; Frank Jennings is Lead Independent Director, presiding over independent sessions and serving as a liaison with the Chairman.

• Audit, Compensation, and Nominating and Corporate Governance committees support Board oversight; the Board says staggered terms and removal only for cause may delay or prevent a change in control.