Galaxy Digital (GLXY) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 28, 2026, with voting on key proposals including director elections, auditor ratification, executive compensation, and the frequency of future say-on-pay votes.

• Only stockholders of record as of April 2, 2026, are eligible to vote, with both Class A and Class B common stock voting as a single class.

• The company completed a major reorganization in 2025, moving its jurisdiction to Delaware and listing on Nasdaq.

Voting matters and shareholder proposals

• Proposals include electing six directors, ratifying KPMG as auditor for 2026, a non-binding advisory vote on executive compensation, and a non-binding advisory vote on the frequency of future say-on-pay votes (Board recommends annual votes).

• Board recommends voting for all director nominees, for auditor ratification, for executive compensation, and for annual say-on-pay votes.

Board of directors and corporate governance

• Six directors are nominated, including four independent directors; the board is non-classified and elected annually.

• The board has a Lead Independent Director with defined responsibilities, and all committees meet Nasdaq and SEC independence requirements.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with written charters and annual self-evaluations.

• Directors are subject to stock ownership guidelines and regular executive sessions are held without management.