Grayscale Investments (GRAY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 19, 2026, with voting on key proposals affecting governance, compensation, capital structure, and financing.

• Stockholders of record as of July 21, 2026, are eligible to vote on eight major proposals, including director elections, auditor ratification, equity plan amendments, executive compensation, reverse stock split, and warrant issuances.

• The Board recommends voting in favor of all proposals, emphasizing the importance of maintaining Nasdaq listing and supporting future growth and financing flexibility.

Voting matters and shareholder proposals

• Election of two Class III directors for three-year terms.

• Ratification of Baker Tilly US, LLP as independent auditor for 2026.

• Amendment to the 2023 Equity Incentive Plan to increase share reserve and modify the annual increase calculation.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes (Board recommends annual votes).

• Approval of a reverse stock split (1-for-2 to 1-for-10) and corresponding reduction in authorized shares, at Board discretion.

• Approval of issuance of Series A and B Warrants (up to 37.3 million shares) under Nasdaq rules, including to directors and officers.

Board of directors and corporate governance

• Board is composed of eight directors, with a majority being independent under Nasdaq rules.

• Separate CEO and Chair roles enhance oversight and accountability.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Directors are evaluated for independence and diversity of experience; no formal diversity policy but value is placed on varied backgrounds.