Kartoon Studios (TOON) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2025, and will be held virtually via webcast, with voting available online, by mail, or during the meeting.

• Shareholders will vote on the election of seven directors, auditor ratification, an amendment to the 2020 Incentive Plan, approval of warrant share issuance, and potential adjournment to solicit more proxies.

• The board recommends voting FOR all director nominees and each proposal on the agenda.

• Proxy materials are primarily distributed electronically to conserve resources and reduce costs.

Voting matters and shareholder proposals

• Proposals include: election of seven directors, ratification of WithumSmith + Brown, PC as auditors, amendment to increase shares under the 2020 Incentive Plan by 5,000,000, approval of up to 17,447,366 shares for warrant exercises, and adjournment if needed.

• Shareholders of record as of March 17, 2025, are eligible to vote, with one vote per share.

• Voting can be done online, by mail, or during the virtual meeting; proxies can be changed or revoked before the meeting.

• Board recommends FOR all proposals; majority vote required for all except director election, which is by plurality.

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.

• The board has Audit, Compensation, Nominating, and Investment Committees, each with defined responsibilities and independent members.

• The board combines the roles of Chairman and CEO, citing company size and effectiveness.

• Insider trading and hedging policies are in place for directors, officers, and employees.