TON Strategy Company (TONX)
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AGM 2026

Jun 9, 2026

Summary

The meeting covered five key proposals, all of which were approved by shareholders, including director elections, auditor ratification, executive compensation, and updates to equity incentive plans. No questions were raised during the Q&A session.

Operator

Good day everyone. Welcome to the TON Strategy Company annual meeting. I'll turn the call over to your host, CEO Kevin Wilson. Please go ahead, Kevin.

Kevin Wilson
CEO, TON Strategy Company

Good morning. I'm Kevin Wilson, the Chief Executive Officer of TON Strategy Company and the chairperson of today's meeting. Welcome to our 2026 annual meeting of stockholders. Also joining the meeting are Mary Marbach, our General Counsel and Secretary, and Sarah Olsen, our Chief Financial Officer and Chief Operating Officer. Ms. Marbach will serve as the secretary for the annual meeting. In addition, a representative of Grassi & Co., the company's independent registered public accounting firm, is available to respond to relevant questions raised during the meeting. The meeting will officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of the annual meeting and proxy statement. The time is 10:02 A.M. Eastern Standard Time. The polls are now open for voting on all matters before the meeting.

If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. Upon joining the meeting, an agenda for the meeting should have become available on your screen. Available at the bottom of your screen are the rules of conduct for the meeting. To conduct an orderly meeting, we ask that participants abide by these rules. We will be responding to appropriate questions raised at this meeting. If you would like to submit a question, you may enter your question in the question and answer function on the annual meeting webpage. You must include your name, and if applicable, organization with your question.

Note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting. Our secretary will file the proof of mailing the notice of the meeting to stockholders of record on the record date with the company's records of the meeting. All stockholders of record at the close of business on April 15th, 2026, or holders of a valid proxy, are entitled to vote at the meeting. At this time, I'd like to inform you that Mary Marbach, the company's General Counsel, is appointed to serve as Inspector of Election at today's meeting. Ms. Marbach has signed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. I have been informed by the Inspector of Election that a quorum is present.

I hereby declare this meeting to be fully constituted for the transaction of business. We will now proceed with the formal business of this meeting. There are five proposals to be considered by stockholders at today's-

Operator

Please stand by as we attempt to reestablish communication with our speaker. Kevin, your line is open. Please go ahead.

Kevin Wilson
CEO, TON Strategy Company

We will now proceed with the formal business of this meeting. There are five proposals to be considered by the stockholders at today's meeting. The board of directors unanimously recommends you vote for, first, for each of the director nominees named in the proposal. For the ratification of the appointment of Grassi as our independent registered public accounting firm for the fiscal year ended December 31st, 2026. Third, for the approval of, on an advisory, non-binding basis, the compensation of our named executive officers. Fourth, for the approval of the adoption of the TON Strategy Company 2026 equity incentive plan. Fifth, for the approval of an amendment to the company's 2019 stock and incentive compensation plan to increase the number of shares available for issuance

The first item of business is the election of Nicolas Cary, Tucker Highfield, Evan Sohn, Manuel Stotz, and Kevin Wilson to hold office until the company's annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified. The second item of business is the ratification of the audit committee's appointment of Grassi as the company's independent registered public accounting firm for our 2026 fiscal year. The third item of business is the approval on an advisory, non-binding basis of the compensation of our named executive officers. The fourth item of business is the approval of the TON Strategy 2026 equity incentive plan. The fifth item of business is the approval of an amendment to our 2019 stock and incentive compensation plan to increase the number of shares available for issuance. This is the final proposal for today's meeting.

If you wish to vote and you haven't voted already, please vote now by clicking on the voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet, unless you wish to change your vote. We will pause before closing the voting polls. The time is now 10:09 A.M. Eastern Standard Time on June 9th, 2026, and the polls are now closed for voting. The Inspector of Election will count the votes. Thank you very much. I have received the preliminary report of the Inspector of Election. The final report will be kept with the company's records of the annual meeting.

Based on the preliminary report of the Inspector of Election, each of the director nominees has been elected to serve until our annual meeting to be held in 2027 and until their respective successors have been duly elected and qualified. The appointment of Grassi as our independent registered public accounting firm for 2026 has been ratified. The compensation of our named executive officers has been approved on an advisory, non-binding basis. The adoption of the TON Strategy Company 2026 equity incentive plan has been approved. The amendment to the company's 2019 stock and incentive compensation plan to increase the number of shares available for issuance has been approved. The final tally of the votes will be published within four business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission.

It is now 10:11 A.M. Eastern Standard Time, and the formal portion of the meeting has concluded. Although the formal business has been conducted, we are now available to answer questions. Please note that we will only be answering questions that are within the parameters of the rules of conduct, and only stockholders who have logged into the meeting using their 16-digit control number are able to submit a question through the question area of the web portal. We have received no questions. I will remind you that if at any time you have questions about the company, you can contact us at investors@tonstrat.com. That's I-N-V-E-S-T-O-R-S @tonstrat, T-O-N-S-T-R-A-T, .com. With no questions, this concludes our annual meeting. I want to thank you for attending and for your continued support of TON Strategy.

Operator

That concludes our meeting today. You may now disconnect