TONX 8-K
TON Strategy Co (TONX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 9, 2026, TON Strategy Company (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved (i) the adoption of the TON Strategy Company 2026 Equity Incentive Plan (the “2026 Plan”) and (ii) an amendment to the Company’s 2019 Stock and Incentive Compensation Plan (the “2019 Plan”) to increase the number of shares of the Company’s common stock available for issuance under the 2019 Plan by 3,000,000 shares. Summaries of the material terms of the 2026 Plan and the amendment to the 2019 Plan are set forth in “Proposal 4 — Approve the Adoption of the TON Strategy Company 2026 Equity Incentive Plan” and “Proposal 5 — Approve an Amendment to the Company’s 2019 Stock and Incentive Compensation Plan to Increase the Number of Shares Available for Issuance,” respectively, in the Company’s definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”), which summaries are incorporated herein by reference.
The foregoing descriptions of the 2026 Plan and the amendment to the 2019 Plan are not complete and are subject to, and qualified in their entirety by reference to, the full text of the 2026 Plan and the amendment to the 2019 Plan, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, a total of 42,348,214 shares of the Company’s common stock, representing approximately 74.91% in voting power as of the April 15, 2026 record date, were present in person, or by remote communication, or represented by proxy. Each share of common stock is entitled to one vote. Set forth below are the matters acted upon at the Annual Meeting and the final voting results on each matter, each of which were described in the Proxy Statement.
Proposal One: Election of Directors
The Company’s stockholders elected Nicolas Cary, Tucker Highfield, Evan Sohn, Manuel Stotz and Kevin Wilson as members of the Company’s board of directors to serve until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors are duly elected and qualified. The results of the vote were as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Nicolas Cary | 23,100,273 | 12,367,500 | 6,880,441 | |||||||||
| Tucker Highfield | 25,615,246 | 9,852,527 | 6,880,441 | |||||||||
| Evan Sohn | 22,653,394 | 12,814,379 | 6,880,441 | |||||||||
| Manuel Stotz | 33,406,927 | 2,060,846 | 6,880,441 | |||||||||
| Kevin Wilson | 23,101,588 | 12,366,185 | 6,880,441 | |||||||||
Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 40,485,078 | 162,239 | 1,700,897 | — | |||||||||||
Proposal Three: Approval, on an Advisory, Non-Binding Basis, of the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 21,816,982 | 13,136,814 | 513,977 | 6,880,441 | |||||||||||
Proposal Four: Approval of the Adoption of the TON Strategy Company 2026 Equity Incentive Plan
The Company’s stockholders approved the adoption of the TON Strategy Company 2026 Equity Incentive Plan. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 30,240,693 | 5,164,176 | 62,904 | 6,880,441 | |||||||||||
Proposal Five: Approval of an Amendment to the Company’s 2019 Stock and Incentive Compensation Plan
The Company’s stockholders approved the amendment to the Company’s 2019 Stock and Incentive Compensation Plan to increase the number of shares available for issuance. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 30,706,948 | 3,159,062 | 1,601,763 | 6,880,441 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 |
| |
| 10.2 | Amendment to 2019 Stock and Incentive Compensation Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TON STRATEGY COMPANY | ||
| Date: June 12, 2026 | By: | /s/ Sarah Olsen |
| Name: | Sarah Olsen | |
| Title: | Chief Financial Officer | |
Exhibit 10.2
AMENDMENT
TO
2019 STOCK AND INCENTIVE COMPENSATION PLAN
(Adopted November 11, 2019, and ratified by Stockholders December 20, 2019
Amended September 2, 2020, and ratified by Stockholders October 16, 2020
Amended February 16, 2023, and ratified by Stockholders April 10, 2023
Amended April 30, 2026, and ratified by Stockholders June 9, 2026)
Section 3(a) shall be amended and restated in its entirety to read as follows:
“3. Stock Subject to the Plan.
(a) Aggregate Limit. Subject to the provisions of Section 15(a) of the Plan, the maximum aggregate number of Shares which may be subject to or delivered under Awards granted under the Plan is three million (3,000,000) Shares. Shares subject to or delivered under Conversion Awards shall not reduce the aggregate number of Shares which may be subject to or delivered under Awards granted under this Plan. The Shares issued under the Plan may be either Shares reacquired by the Company, including Shares purchased in the open market, or authorized but unissued Shares.”