IP Strategy Holdings (IPST) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 25, 2026, to be held virtually, with voting on three key proposals: election of directors, amendment to the equity incentive plan, and ratification of the external auditor.

• Only stockholders of record as of April 28, 2026, are entitled to vote; 544,547 shares of common stock outstanding.

• Voting can be conducted online, by phone, mail, QR code, or during the meeting; quorum is one-third of voting power.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class II Directors for a three-year term ending 2029.

• Proposal 2: Approve amendment to the 2024 Equity Incentive Plan to increase shares available for issuance to 500,000.

• Proposal 3: Ratify appointment of CBIZ CPAs P.C. as independent registered public accounting firm for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 30, 2026, for inclusion.

Board of directors and corporate governance

• Board consists of a mix of independent and management directors; five are independent, two are management, one is a consultant.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, Technology and Cryptocurrency.

• Board diversity considered in nominations; no stand-alone diversity policy but focus on broad experience and skills.

• Chairman and CEO roles currently combined; independent director sessions encouraged.