Eightco Holdings Inc

1. 1

   Director Election Proposal

   ManagementBoard: FOR

   Elect Thomas Lee as the Company’s Class I director to serve until the 2029 annual meeting of stockholders or until his successor is appointed, elected and qualified.

2. 2

   Charter Proposal

   ManagementBoard: FOR

   Approve an amendment to the Certificate of Formation increasing authorized common stock from 10,000,000,000 shares to 500,000,000,000 shares.

   More detail

   The proposal asks stockholders to amend Section 4.1 of the Certificate of Formation to increase authorized common stock from 10 billion shares to 500 billion shares, while retaining 10 million authorized preferred shares. Management seeks this capacity to support future equity financings, PIPE and ATM offerings, strategic transactions, digital asset treasury activities and strategic investments. The Company states that it has no specific acquisition, financing or other transaction presently requiring the additional authorization. As of the record date, 419,410,502 common shares were outstanding, with approximately 20.3 million shares reserved for warrants and equity awards and approximately 8.5 million shares reserved for future equity-plan issuance. The additional shares would have the same rights as existing common stock and could generally be issued by the Board without another stockholder vote, subject to applicable law and exchange rules. The principal economic risk is dilution of existing holders’ earnings, equity and voting power, potentially accompanied by adverse effects on the market price. The Board also acknowledges that the authorization could be used defensively in a takeover situation, although it says the proposal was motivated by business and financing needs rather than any known takeover effort. The Board unanimously recommends approval, asserting that the added flexibility could help execute the Company’s strategy without the delay and expense of repeated stockholder approvals.

3. 3

   Ratification of Selection of Auditors Proposal

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Stephano Slack LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

4. 4

   Adjournment Proposal

   ManagementBoard: FOR

   Approve authority to adjourn or postpone the Annual Meeting if necessary to solicit additional proxies when there are insufficient votes to approve one or more other proposals.

   More detail

   The proposal asks stockholders to authorize proxy holders to adjourn or postpone the Annual Meeting when additional time is needed to solicit proxies. Management’s stated purpose is to address insufficient votes for one or more of the other proposals, including the charter amendment and auditor ratification. If approved, the meeting could be adjourned to permit further solicitation before voting resumes. The proposal also expressly contemplates adjournment when proxies indicate that a majority of outstanding voting shares may oppose another proposal. In that circumstance, management could use the additional period to seek changed votes rather than proceed immediately to a vote on the other matters. The proposal therefore functions as a procedural mechanism rather than an authorization for a substantive transaction. Abstentions count against the proposal because approval requires a majority of the voting power present and entitled to vote. Brokers may vote uninstructed street-name shares, and broker non-votes, if any, would have no effect under the stated treatment. The Board unanimously recommends a vote for the proposal because it believes additional solicitation time could improve the likelihood of obtaining approval for the meeting’s substantive matters.

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When is the Eightco Holdings Inc 2026 annual meeting?

Eightco Holdings Inc (ORBS) holds its 2026 annual shareholder meeting on Friday, December 11, 2026.

What is the record date for the Eightco Holdings Inc 2026 meeting?

The record date for the Eightco Holdings Inc 2026 meeting is Friday, October 16, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 1 director nominee at the Eightco Holdings Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 4 proposals at the Eightco Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.