Grayscale Investments (GRAY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on August 19, 2026, with voting on key proposals including director elections, auditor ratification, equity plan amendments, executive compensation, reverse stock split, and warrant issuances.

• Stockholders of record as of July 21, 2026, are eligible to vote, with each share representing one vote; a quorum requires a majority of voting power present or represented by proxy.

• The Board recommends voting FOR all proposals, including director nominees, auditor ratification, equity plan amendment, executive compensation, a one-year say-on-pay frequency, reverse stock split, and warrant issuances.

Voting matters and shareholder proposals

• Election of two Class III directors for three-year terms expiring in 2029.

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

• Amendment to the 2023 Equity Incentive Plan to increase authorized shares by 7,500,000 and modify the annual share reserve calculation.

• Advisory vote on executive compensation and on the frequency of future say-on-pay votes, with the Board recommending annual votes.

• Approval of a reverse stock split at a ratio between 1-for-2 and 1-for-10, with a corresponding reduction in authorized shares.

• Approval of the issuance of Series A and B Warrants and related shares under Nasdaq Listing Rules 5635(d) and 5635(c), including to directors and officers.

Board of directors and corporate governance

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

• Separate CEO and Chair roles enhance accountability and independence.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with written charters and independent members.

• Directors are evaluated for independence and qualifications, with a focus on diversity of experience and skills.

• Non-employee director compensation includes cash retainers and equity awards, with a policy allowing for non-cash retainers.