Kartoon Studios (TOON) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 14, 2025, with voting on five key proposals, including director elections, auditor ratification, incentive plan amendment, warrant share issuance, and potential adjournment to solicit more proxies if needed.

• Shareholders of record as of March 17, 2025, are eligible to vote, with 47,784,964 shares outstanding.

• Proxy materials are primarily distributed electronically to conserve resources and reduce costs, with options for paper copies upon request.

Voting matters and shareholder proposals

• Proposal 1: Elect seven directors to serve until the 2026 annual meeting.

• Proposal 2: Ratify WithumSmith + Brown, PC as independent auditors for 2025.

• Proposal 3: Approve an amendment to the 2020 Incentive Plan to add 5,000,000 shares for awards.

• Proposal 4: Approve issuance of up to 17,447,366 shares upon exercise of certain warrants from a December 2024 offering.

• Proposal 5: Approve adjournment of the meeting to solicit more proxies if Proposals 3 or 4 lack sufficient votes.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Seven directors are nominated, including Andy Heyward (CEO/Chair), Joseph “Gray” Davis, Margaret Loesch, Lynne Segall, Henry Sicignano III, Anthony Thomopoulos, and Dr. Cynthia Turner-Graham.

• Six directors are considered independent under NYSE American rules.

• Four standing committees: Audit, Compensation, Nominating, and Investment, with defined roles and charters.

• Board held six meetings in 2024; all directors attended at least 75% of meetings.

• No family relationships among directors and executive officers.