Hyperliquid Strategies (PURR) Proxy filing summary

Executive summary

• Virtual annual meeting set for November 4, 2026; stockholders will vote on two Class I directors, the Nasdaq issuance proposal, auditor ratification and possible adjournment. The Board recommends FOR all four proposals.

• Record date September 30, 2026; 278,271,288 common shares outstanding, with one vote per share.

Voting matters and shareholder proposals

• Nominees Nailesh Bhatt and Jeffrey Sonnenfeld seek three-year Class I terms ending in 2029; Sonnenfeld would replace retiring director Albert Dyrness. Election is by plurality.

• Nasdaq proposal seeks approval to issue ChEF facility shares above the 19.99% Exchange Cap, including below the $12.02 Minimum Price; approval requires a majority of votes cast.

• CBIZ CPAs P.C. is proposed for ratification as auditor for FY ending June 30, 2027; abstentions count against, and the audit committee may select another auditor if warranted.

• Adjournment authorization would allow more time to solicit votes or establish quorum; approval requires a majority of votes cast.

• Internet votes must be submitted by 11:59 p.m. ET November 3, 2026; proxies may be revoked by later proxy, written notice or voting at the virtual meeting.

Board of directors and corporate governance

• Board has eight directors in three staggered classes with three-year terms; directors may be removed only for cause by a two-thirds stockholder vote, and board vacancies are filled by directors in office.

• Five of eight current directors are deemed independent; if elected, Sonnenfeld would qualify as independent. Chair Bob Diamond and CEO David Schamis hold separate roles.

• Advisor Rights Agreement grants Rorschach Advisors nomination rights while its holding condition is met, including at least one seat as Board Chair; the Advisor has not exercised the right to date.

• Board held six meetings in FY2026; each current director attended at least 75% of Board and applicable committee meetings. Independent directors hold executive sessions at regular Board meetings.

• Written conduct and ethics code applies to directors, officers and employees; insider trading policy bars hedging and short sales by officers and directors absent prior written compliance approval.