Nakamoto (NAKA) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for Dec. 17, 2026; shareholders will vote on board declassification, auditor ratification, director elections and possible adjournment.

• The Board recommends voting FOR all proposals; Proposal 3(a) or 3(b) applies depending on the outcome of Proposal 1.

Voting matters and shareholder proposals

• Proposal 1 requires approval by a majority of outstanding shares; abstentions and broker non-votes count against it.

• If Proposal 1 passes and the certificate takes effect before director voting, all six directors stand for election to terms ending in 2027; otherwise, two Class II nominees stand for terms ending in 2029.

• Proposal 2 seeks ratification of Wolf & Company, P.C. for FY2026; Proposal 4 seeks authority to adjourn to solicit more votes for Proposal 1 or establish a quorum.

• Electronic proxies are due by 11:59 p.m. ET on Dec. 16, 2026; mailed proxies must arrive before the meeting closes Dec. 17.

Board of directors and corporate governance

• Proposed certificate would end staggered three-year terms and elect all directors annually; directors would generally become removable with or without cause by a majority of shares entitled to vote.

• If adopted, vacancies would be filled by remaining directors unless the Board decides otherwise, with appointees serving until the next annual meeting.

• Four directors—Charles P. Blackburn, Perianne Boring, Greg Xethalis and Mark Yusko—were determined independent; Bailey serves as CEO and Board Chair.

• The Audit Committee has three members; the Compensation Committee and Nominating and Corporate Governance Committee each have two. The Board held 19 meetings in FY2025.