Eightco Holdings (ORBS) Proxy filing summary

Executive summary

• Annual Meeting scheduled for December 30, 2024, in a virtual-only format, with record date set as December 5, 2024.

• Key proposals include redomestication to Nevada, amendment to the 2022 Long-Term Incentive Plan, sale of Fergco assets, election of directors, ratification of auditors, and potential adjournment.

• Shareholders are encouraged to vote via Internet, telephone, or mail to ensure quorum and representation.

Voting matters and shareholder proposals

• Proposal 1: Approve redomestication from Delaware to Nevada to reduce franchise taxes and enhance governance flexibility.

• Proposal 2: Approve amendment to increase shares under the 2022 Long-Term Incentive Plan by 172,285 shares.

• Proposal 3: Approve sale of Fergco assets to an entity affiliated with current management, with proceeds to be used for core business operations.

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

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

• Proposal 6: Approve adjournment if additional proxy solicitation is needed.

• Shareholder proposals for the 2025 meeting must be received by August 12, 2025.

Board of directors and corporate governance

• Board is classified into three staggered classes; current nominees are for Class II.

• Majority of directors are independent per Nasdaq standards.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board encourages shareholder communication and has adopted a code of ethics and anti-hedging policy.