USBC (USBC) Proxy filing summary

Executive summary

• 2026 Annual Meeting scheduled for Dec. 17, 2026, at 8:00 a.m. Pacific via live webcast; strategic focus includes tokenized deposits and product delivery.

• Board seeks approval of six director nominees, advisory executive compensation, and BPM LLP’s appointment for FY ending Dec. 31, 2026; recommends FOR all three.

Voting matters and shareholder proposals

• Six directors are nominated for one-year terms through the 2027 Annual Meeting; election is by plurality, and the Board recommends FOR all nominees.

• Say-on-pay is a non-binding advisory vote requiring a majority of voting power present or represented; the Board will consider the outcome in future compensation decisions.

• BPM LLP ratification requires a majority of voting power present or represented; the Audit Committee will reconsider retention if stockholders do not ratify.

Board of directors and corporate governance

• Board has six directors, including four independent directors; Robert Gregory Kidd serves as both Chair and CEO, a structure the Board considers effective for executing strategy.

• Goldeneye’s majority voting stake qualifies the issuer as a controlled company; the nominating and corporate governance committee is not fully independent under the controlled-company exemption.

• Audit, compensation, and nominating/governance committees oversee financial reporting, compensation, and director selection and governance, respectively.