Ton Strategy Company

10/28/2025 | Press release | Distributed by Public on 10/28/2025 10:28

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 24, 2025, TON Strategy Company (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). Set forth below are the matters submitted to a vote of stockholders at the Annual Meeting and the final results of voting for each matter.

Proposal 1 - Election of Directors

The stockholders elected Manuel Stotz, Nicolas Cary, Rory J. Cutaia, Tucker Highfield and Evan Sohn as directors of the Company to serve until the Company's next annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until their respective earlier death, resignation or removal. The results of the vote were as follows:

Name

Votes

for Director

Votes Withheld

from Director

Broker

Non-Votes

Manuel Stotz 36,739,258 2,106,202 3,380,025
Nicolas Cary 36,937,363 1,908,097 3,380,025
Rory J. Cutaia 35,559,727 3,285,733 3,380,025
Tucker Highfield 36,937,197 1,908,263 3,380,025
Evan Sohn 36,938,203 1,907,257 3,380,025

Proposal 2 - Advisory Vote to Approve Executive Compensation

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company's named executive officers. The results of the vote were as follows:

For Against Abstentions Broker Non-Votes
36,434,345 2,407,058 4,057 3,380,025

Proposal 3 - Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation

The stockholders approved, on a non-binding, advisory basis, holding future advisory votes to approve the compensation of the Company's named executive officers every year. The results of the vote were as follows:

1 Year 2 Years 3 Years Abstentions Broker Non-Votes
36,996,287 2,017 3,915 1,843,241 3,380,025

The Company has decided, in light of the stockholders' vote and consistent with the recommendation of the Company's Board of Directors, that future non-binding, advisory votes on the compensation of the Company's named executive officers will be held every year until the next required vote on the frequency of stockholder votes on the compensation of the Company's named executive officers.

Proposal 4 - Ratification of the Selection of the Company's Independent Registered Public Accounting Firm

The stockholders ratified the selection of Grassi & Co., CPAs, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:

For Against Abstentions Broker Non-Votes
40,203,855 2,020,421 1,209 -
Ton Strategy Company published this content on October 28, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 28, 2025 at 16:29 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]