Nakamoto (NAKA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 17, 2025, and will be held virtually for all shareholders of record as of October 23, 2025.

• Shareholders can vote electronically or by mail, and proxy materials are primarily distributed online to reduce environmental impact.

• The Board recommends voting in favor of all proposals, including director elections, corporate conversion, auditor ratification, and potential adjournment.

Voting matters and shareholder proposals

• Four proposals are up for vote: election of two Class I directors, conversion from a Utah to a Delaware corporation, ratification of Sadler Gibb & Associates as auditor, and approval to adjourn the meeting if necessary.

• The Board unanimously recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by September 8, 2026, with additional advance notice requirements.

Board of directors and corporate governance

• The Board consists of six members divided into three classes, with two Class I directors (Perianne Boring and Greg Xethalis) up for re-election.

• The Board has Audit, Compensation, and Nominating and Corporate Governance Committees, all composed of independent directors as per Nasdaq standards.

• The CEO also serves as Chairman; the Board meets regularly in executive session without management.

• The company has adopted an amended insider trading policy and a Code of Ethics applicable to all directors, officers, and employees.