Eightco Holdings (ORBS) Proxy filing summary

Executive summary

• Annual Meeting will be held virtually to increase accessibility and efficiency.

• Key proposals include redomestication to Nevada, amending the incentive plan, asset sale of Fergco, director elections, auditor ratification, and potential adjournment.

• Shareholders of record as of December 5, 2024, are entitled to vote; each share equals one vote.

• Proxies can be submitted by mail, internet, or telephone, and may be revoked at any time before voting.

Voting matters and shareholder proposals

• Proposal 1: Approve redomestication from Delaware to Nevada to reduce franchise taxes and enhance director/officer protections.

• Proposal 2: Amend the 2022 Long-Term Incentive Plan to increase available shares by 172,285, supporting talent retention and alignment.

• Proposal 3: Approve sale of Fergco assets to current management, focusing on core business and streamlining operations.

• Proposal 4: Elect Frank Jennings and Kevin O'Donnell as Class II directors until 2027.

• Proposal 5: Ratify Stephano Slack LLC as independent auditor for 2024.

• Proposal 6: Approve adjournment if more time is needed to solicit proxies.

Board of directors and corporate governance

• Board is classified into three staggered classes; directors serve three-year terms.

• Majority of directors are independent per Nasdaq standards.

• Three standing committees: Audit, Compensation, and Nominating/Corporate Governance, all with independent members.

• Board encourages shareholder communication and reviews governance practices regularly.