Bakkt Inc

1. 1

   Approval of the Issuance of Shares in Accordance with NYSE Rules

   ManagementBoard: FOR

   Approve issuance of shares of the Company’s Class A Common Stock equal to 31.5% of the aggregate number of shares issued and outstanding immediately prior to the closing, plus shares issuable upon full exercise/conversion of outstanding options, warrants and convertible securities (as-converted), excluding warrants to purchase Class A common stock, to the beneficial owners of DTR, in connection with Bakkt’s acquisition of DTR, pursuant to NYSE Rules 312.03(b),(c),(d).

   More detail

   Management seeks shareholder approval under NYSE Rules 312.03(b),(c),(d) to issue Consideration Shares to the holders of DTR equal to 31.5% of Bakkt’s fully-diluted equity as of immediately prior to closing, subject to adjustments for closing indebtedness and transaction expenses and the Exchange Ratio mechanics. Management and the Special Committee determined this equity issuance is the consideration for acquiring DTR, motivated by strategic objectives—acquiring DTR’s payments and agentic AI technology and retaining its leadership team, including Seller as CEO—and to improve Bakkt’s prospects and ability to raise financing. The Special Committee, comprised solely of independent directors, conducted diligence, negotiated the Purchase Agreement, retained Duff & Phelps (Kroll) which rendered a fairness opinion that the Consideration was fair to Bakkt stockholders excluding Seller, and recommended the transaction to the disinterested Board. The issuance is required by NYSE rules because Seller (a director and CEO) and DTR holders will receive shares that will increase ownership and could result in a change of control threshold. The Special Committee considered strategic rationale, integration and execution risks, future financing needs, regulatory approvals, and the possible dilutive impact to existing shareholders. The board recommends a vote FOR on the basis that the Special Committee in consultation with its advisors concluded the transaction is fair to disinterested shareholders, the issuance is payable in stock (so it does not reduce liquidity), and the transaction is anticipated to strengthen operations and fundraising. The Board disclosed conflicts—Seller’s dual role as DTR CEO and Bakkt CEO—and established procedural safeguards including Seller’s recusal, voting and support agreements, a $1.5M cap on reimbursable transaction expenses, and a termination fee. If approved, the Consideration Shares will dilute existing holders and reduce book value and potentially share price, and the issuance will depend on stockholder approval as well as regulatory and other customary closing conditions.

2. 2

   Approval of the Adjournment Proposal

   ManagementBoard: FOR

   Approve an adjournment of the Special Meeting, if necessary or appropriate in view of the Board, to solicit additional proxies or allow additional time to obtain approval of Proposal 1.

   More detail

   The Adjournment Proposal authorizes one or more of the Company’s proxy holders to adjourn the Special Meeting to another time and place if the Board deems it necessary or appropriate—principally to permit further solicitation of proxies if there are insufficient votes at the time of the Meeting to approve Proposal 1. The proposal is procedural and customary in contested or close special meetings where approval of a transaction like an issuance of shares requires a vote of the holders of a majority of votes cast. Management and the Special Committee recommend voting FOR the adjournment authority to enable additional time to solicit votes in favor of the Issuance Proposal, and it typically has no substantive effect except to allow the Company to seek additional shareholder support. If approved, proxies will be able to adjourn the meeting without further notice except the announced time and place (subject to bylaw requirements) and reconvene within 30 days without resetting the record date. This proposal is routine and intended to preserve the Board’s flexibility to secure the votes needed to approve the acquisition-related issuance should the initial vote be insufficient.

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When is the Bakkt Inc 2026 special meeting?

Bakkt Inc (BKKT) holds its 2026 special shareholder meeting on Tuesday, March 24, 2026.

What is the record date for the Bakkt Inc 2026 meeting?

The record date for the Bakkt Inc 2026 meeting is Tuesday, February 10, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Bakkt Inc's 2026 meeting?

The board is presenting 8 director nominees at the Bakkt Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Bakkt Inc 2026 meeting?

Shareholders will vote on 2 proposals at the Bakkt Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.