Onfolio Holdings (ONFO) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on August 6, 2026, with voting materials distributed primarily online to reduce costs and environmental impact.

• Stockholders will vote on five key proposals, including board elections, auditor ratification, an equity facility, an increase in authorized shares, and potential adjournments.

• The board recommends voting in favor of all proposals and nominees, emphasizing their importance for the company’s future operations and compliance.

Voting matters and shareholder proposals

• Election of four directors to serve until the 2027 Annual Meeting.

• Ratification of Astra Audit & Advisory, LLC as the independent auditor for fiscal 2026.

• Approval for potential issuance of more than 19.99% of outstanding shares under an equity facility at below minimum price, per Nasdaq rules.

• Amendment to increase authorized common stock from 300M to 600M shares.

• Approval for adjournment and reconvening of the meeting if more votes are needed for key proposals.

Board of directors and corporate governance

• Board consists of four directors, three of whom are independent; all are standing for re-election.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all compliant with Nasdaq independence standards.

• The board values diversity, leadership, and ethical standards in director nominations.

• Current leadership structure combines CEO and Chair roles for efficiency given company size.