TON Strategy Company (TONX) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 9, 2026, allowing shareholders to attend, vote, and submit questions online using a 16-digit control number.

• Shareholders as of April 15, 2026, are eligible to vote on five key proposals, including director elections, auditor ratification, executive compensation, and equity plan approvals.

• Voting can be done online, by phone, or by mail, with the Board recommending a FOR vote on all proposals.

Voting matters and shareholder proposals

• Proposals include electing five directors, ratifying Grassi & Co. as auditor, approving executive compensation (say-on-pay), adopting a new 2026 Equity Incentive Plan, and amending the 2019 Stock and Incentive Compensation Plan to increase share availability.

• Shareholders may submit additional proposals or director nominations for the 2027 meeting by following specified deadlines and procedures.

Board of directors and corporate governance

• The Board consists of five nominees with diverse backgrounds in digital assets, fintech, investment, and technology.

• Three standing committees: Audit, Compensation, and Governance/Nominating, all with independent directors.

• Board leadership is currently separated between Chairperson and CEO roles to promote checks and balances.

• Director independence is reviewed annually, and the Board values diversity and inclusivity in nominations.