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 a major charter amendment, director elections, auditor ratification, redomestication, and potential adjournment.

• 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 are available online, and voting can be done by mail, Internet, telephone, or during the virtual meeting.

Voting matters and shareholder proposals

• Proposal 1: Approve amendment to increase authorized common stock from 500 million to 10 billion 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 fiscal 2025.

• Proposal 4: Approve redomestication from Delaware to Texas.

• Proposal 5: Approve adjournment of the meeting if more time is needed to solicit proxies.

• Board unanimously 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 composed of independent directors.

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

• Board diversity is emphasized, with a focus on varied experience, skills, and backgrounds.