Kartoon Studios (TOON) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on October 21, 2026, with six directors up for election under a new classified board structure, and several key proposals for shareholder approval.

• Shareholders will vote on director elections, auditor ratification, an amendment to the 2020 Incentive Plan, an advisory say-on-pay vote, and a potential adjournment to solicit more proxies if needed.

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

Voting matters and shareholder proposals

• Proposal 1: Elect six directors divided into two classes with staggered terms.

• Proposal 2: Ratify WithumSmith + Brown, PC as independent auditors for 2026.

• Proposal 3: Approve an amendment to increase shares available under the 2020 Incentive Plan by 4,000,000.

• Proposal 4: Advisory vote on executive compensation (say-on-pay).

• Proposal 5: Approve adjournment of the meeting to solicit additional proxies if needed for Proposal 3.

Board of directors and corporate governance

• Board now consists of six directors, with a classified structure (Class I and II) for staggered terms.

• Four standing committees: Audit, Compensation, Nominating, and Educational, with independent directors chairing key committees.

• Board leadership combines CEO and Chairman roles, citing company size and effectiveness.

• No family relationships among directors and executive officers.