Sharplink Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Joseph Lubin, Joseph Chalom, Leslie Bernhard, Obie McKenzie, and Robert Gutkowski to serve as directors until the next annual meeting of stockholders or until their successors are duly elected and qualified.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Non-binding, Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   An advisory, non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K.

   More detail

   This proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s named executive officers’ compensation as disclosed in the Proxy Statement. Management is seeking this advisory endorsement to provide a signal of stockholder support for its pay-for-performance framework, which includes substantial equity-based awards, sign-on packages, and short-term incentive payouts that management views as necessary to attract and retain leadership through the Company’s strategic transition to an institutional ETH treasury. The proposal is structured as a broad, non-specific approval of overall executive compensation rather than approval of any single element or award, consistent with the standard say-on-pay format. The Board recommends a vote FOR, arguing that compensation decisions were informed by an independent compensation consultant, benchmarked to a revised peer group aligned with the Company’s new strategy, and calibrated to balance retention with alignment to long-term value creation. Opposing considerations are that a significant portion of 2025 compensation was delivered as large equity awards and sign-on packages—including multi-million-dollar RSU grants and a $4.0 million STI paid largely in equity to the CEO—which could be viewed by some investors as outsized relative to recent company performance and net loss in 2025. The advisory vote is non-binding, but the Board and Compensation Committee have committed to consider the vote’s outcome in future compensation decisions, meaning the result can influence future pay practices, benchmarking and program design. Company-specific context includes a major strategic pivot to ETH treasury management, rapid capital raises, and significant equity dilution potential from outstanding awards and warrants; these factors help explain the Board’s emphasis on equity-based incentives. For a sophisticated evaluator, key considerations will include whether the pay mix sufficiently ties realized executive wealth to long-term ETH-denominated performance, how performance conditions for multi-year awards are calibrated and measured, and whether governance safeguards (e.g., clawback policy and consultant engagement) adequately mitigate potential excess risk-taking. Given the Board’s unanimous recommendation and its stated intent to consider stockholder feedback, a FOR vote signals support for current compensation practices while a substantial AGAINST vote would plausibly trigger further engagement or design changes by the Compensation Committee.

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When is the Sharplink Inc 2026 annual meeting?

Sharplink Inc (SBET) holds its 2026 annual shareholder meeting on Friday, April 10, 2026.

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

The record date for the Sharplink Inc 2026 meeting is Friday, March 6, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 5 director nominees at the Sharplink Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 3 proposals at the Sharplink Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.