Gryphon Digital Mining (GRYP) AGM 2025 summary

Opening remarks and agenda

• Meeting opened by CEO, with Board members, CFO, Inspector of Election, and legal counsel present.

• Stockholders of record as of July 25, 2025, were eligible to vote in person or by proxy.

• Inspector of Election sworn in to oversee impartial vote tabulation.

Shareholder proposals

• Approval of issuance of new shares representing over 20% of outstanding stock as merger consideration for AVTC merger.

• Approval and adoption of a new charter for the combined company.

• Advisory votes on five separate governance provisions, including name change to American Bitcoin Corp, share structure, voting rights, written consent rules, and supermajority requirements for charter amendments.

• Advisory vote on golden parachute compensation for executives in connection with the mergers.

• Approval of the amended and restated 2025 Omnibus Incentive Plan.

• Approval of potential adjournment of the meeting if necessary to solicit additional proxies.

Overview of voting outcomes

• Quorum established with approximately 63.9% of outstanding shares represented.

• All proposals, including stock issuance, charter, governance provisions, golden parachute, incentive plan, and adjournment, were approved by at least a majority of votes cast.

• Inspector of Election confirmed and filed the final voting report in corporate records.