Eightco Holdings (ORBS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for December 16, 2025, in a virtual-only format, with voting on five key proposals including charter amendment, director elections, auditor ratification, redomestication, and adjournment authority.

• Stockholders of record as of November 4, 2025, are entitled to vote; quorum is one-third of voting power present or by proxy.

• Proxy materials and annual report are available online; proxies can be submitted by mail, internet, or phone.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment to increase authorized common stock to 10,000,000,000 shares.

• Proposal 2: Elect Louis Foreman and Nicola Caiano as Class III directors until 2028.

• Proposal 3: Ratify Stephano Slack LLC as independent auditor for 2025.

• Proposal 4: Approve redomestication from Delaware to Texas.

• Proposal 5: Approve adjournment of the meeting if more time is needed for votes.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is classified into three staggered classes; current nominees are Louis Foreman and Nicola Caiano.

• Majority of directors are independent per Nasdaq rules; all committees (Audit, Compensation, Nominating/Governance) are fully independent.

• Board leadership is split between Chairman (Daniel Ives) and CEO (Kevin O'Donnell).

• Board diversity is emphasized in skills, experience, and backgrounds.

• Directors are encouraged to attend annual meetings virtually.