Independent
Tenure on this board
0.7 yrs
5 nominees · 7 ballot items.
Election of five directors; ratification of independent auditors; approval to increase shares under 2021 Equity Incentive Plan; advisory approval of named executive officer compensation; advisory vote on frequency of executive compensation votes; approval of reincorporation to Texas via merger; adjournment if necessary.
Elect five nominees to the Board of Directors to serve until the next annual meeting.
Ratify appointment of CBIZ CPAs P.C. as independent registered public accounting firm for fiscal year 2026.
Approve amendment to increase shares available under the 2021 Equity Incentive Plan to 8,724,667 shares.
Management asks shareholders to approve an amendment increasing authorized shares under the 2021 Equity Incentive Plan from 429,100 to 8,724,667 to provide equity for employees, directors and consultants as part of its retention and alignment strategy. The Board and Compensation Committee approved the amendment, citing only 52,668 shares remaining and the need to execute the Company’s new digital asset treasury strategy and compete for talent; the increase represents approximately 7.5% of fully-diluted shares. Shareholder approval is required for the increase; if not approved, the plan remains unchanged and equity grants will be constrained. The proposal implicates dilution risk to existing shareholders, potential upward pressure on share-based compensation expense, and alignment benefits if awards incentivize management to execute strategic goals. The Board’s recommendation to vote FOR rests on the need to attract key personnel amid a business transition and precedent that equity incentives align management and shareholders. Investors should weigh the magnitude of the requested increase, possible dilution, and the company’s recent private placement and option grants to executives which already conferred significant equity value.
Non-binding advisory approval of the compensation paid to the company’s named executive officers as disclosed in the proxy.
Management requests an advisory approval of NEO compensation as disclosed in the proxy, emphasizing retention and alignment with new investors and strategy. The Compensation Committee and Board argue compensation balances measured pay practices and incentives, points to prior strong shareholder support in 2022, and note the vote is non-binding though Board will consider results. Investors should consider recent option grants to executives tied to the 2025 PIPE strike price, retention agreements and severance protections when evaluating whether pay aligns with performance.
Advisory (non-binding) vote to select whether the say-on-pay vote should occur every one, two, or three years; Board recommends every three years.
The Board seeks shareholder input on the frequency of advisory votes on executive compensation, recommending a triennial vote to allow assessment of long-term pay practices and give time to implement any changes. The advisory nature means the Board is not bound by the outcome. Investors should consider governance norms of peer companies and the potential signal sent by choosing a longer frequency, balancing oversight and administrative burden.
Approve changing the company’s state of incorporation from New York to Texas by merging into a wholly-owned Texas subsidiary pursuant to the Agreement and Plan of Merger.
Management proposes a state law change by merging the New York corporation into a Texas corporation to take advantage of perceived benefits in Texas corporate law for technology and crypto-focused companies, including recent TBOC amendments codifying the business judgment rule, potential procedural efficiencies, and a more statute-based framework. The Board’s rationale emphasizes Texas’s pro-crypto policy stance, legislative modernization, potential predictability and reduced judicial discretion, and alignment with the company’s digital asset strategy. The proxy discloses specific differences in shareholder inspection rights, derivative action thresholds (a proposed 3% ownership threshold in the Texas Bylaws), limitations on books-and-records access, and changes to amendment and anti-takeover mechanics that could make certain shareholder actions more difficult. The proposal carries litigation and transaction costs risk, uncertainty due to nascent case law interpreting TBOC amendments, and potential shifts in shareholders’ substantive rights (e.g., inspection access, derivative standing, appraisal/dissent rights in certain transactions). The Board recommends a vote FOR but shareholders should weigh anti-takeover implications, the dilution and governance changes, the proposed 3% derivative ownership threshold in the Texas Bylaws, and the absence of extensive judicial precedent interpreting the TBOC amendments that management cites as benefits.
Approve adjournment of the Annual Meeting, if necessary, to solicit additional proxies to obtain required votes for the proposals.
Management seeks authority to adjourn the meeting to solicit additional proxies if there are insufficient votes to approve one or more proposals. This is a routine procedural proposal that protects the company’s ability to obtain requisite votes. The board recommends a vote FOR this proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Galaxy Digital Inc. | 10.86% | 8,108,108 | $36M |
| 2 | J Digital 6 LLC | 10.64% | 7,947,843 | $35M |
| 3 | Alyeska Investment Group, L.P. | 4.35% | 3,250,161 | $14M |
| 4 | Multicoin Capital Management, LLC | 2.39% | 1,783,519 | $8M |
| 5 | Ghisallo Capital Management LLC | 1.35% | 1,006,882 | $4M |
| 6 | Long Corridor Asset Management Ltd | 1.33% | 994,164 | $4M |
| 7 | JANE STREET GROUP, LLC | 1.29% | 965,062 | $4M |
| 8 | Polar Asset Management Partners Inc. | 1.27% | 945,946 | $4M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.24% | 923,320 | $4M |
| 10 | MARSHALL WACE, LLP | 1.00% | 747,751 | $3M |
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