BONK Sets Virtual Shareholder Meeting, Board Seeks Re-election & Auditor Ratification
Ticker: BNKK · Form: DEF 14A · Filed: Dec 1, 2025 · CIK: 1760903
Sentiment: mixed
Topics: Proxy Statement, Corporate Governance, Shareholder Meeting, Director Elections, Auditor Ratification, Voting Rights, Preferred Stock
Related Tickers: BNKK
TL;DR
**BONK's preferred shareholders wield outsized power in upcoming votes, making common stock a less influential play.**
AI Summary
BONK, INC. (BNKK) is holding its 2025 Annual Meeting of Stockholders virtually on December 22, 2025, at 10:00 AM Eastern Time. Stockholders will vote on two key proposals: the re-election of seven directors to the Board and the ratification of M&K CPAS, PLLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The Board unanimously recommends voting 'FOR' both proposals. As of the November 20, 2025 Record Date, there were 185,476,283 shares of common stock, 39,933 shares of Series A Convertible Preferred Stock, 1,813 shares of Series B Convertible Preferred Stock, and 135,000 shares of Series C Convertible Preferred Stock outstanding. These preferred shares carry significantly higher voting power, with Series B Preferred Stock having 2,206 votes per share, Series A 171 votes per share, and Series C 925 votes per share, compared to common stock's one vote. This results in total voting entitlements of 185,476,283 for common, 6,816,832 for Series A, 3,999,265 for Series B, and 124,884,366 for Series C, indicating a substantial concentration of voting power in preferred stock holders.
Why It Matters
This DEF 14A filing outlines critical governance decisions for BONK, INC., directly impacting investor confidence and strategic direction. The re-election of directors will determine the leadership overseeing the company's future performance and risk management. Ratifying M&K CPAS, PLLC as the auditor ensures continued financial oversight and transparency, crucial for maintaining market trust. The significant voting power disparity among common and preferred stockholders, with preferred shares holding up to 2,206 votes each, could influence control and decision-making, potentially affecting common shareholders' influence and the company's competitive positioning in its sector.
Risk Assessment
Risk Level: medium — The risk level is medium due to the significant disparity in voting power, where Series B Convertible Preferred Stock holders command 2,206 votes per share compared to common stock's one vote. This concentration of voting power, with preferred shares collectively holding 135,700,463 votes against common stock's 185,476,283 votes, could lead to decisions that disproportionately favor preferred shareholders over common stockholders, potentially impacting governance and future strategic direction.
Analyst Insight
Investors should carefully review the composition of BONK's Board and the implications of the preferred stock's outsized voting power. Common shareholders should consider if their interests are adequately represented given the potential for preferred shareholders to dominate voting outcomes, and evaluate the long-term governance stability.
Key Numbers
- 185,476,283 — Common Stock Votes (Total votes for common stock as of November 20, 2025 Record Date)
- 6,816,832 — Series A Preferred Stock Votes (Total votes for Series A Convertible Preferred Stock as of November 20, 2025 Record Date)
- 3,999,265 — Series B Preferred Stock Votes (Total votes for Series B Convertible Preferred Stock as of November 20, 2025 Record Date)
- 124,884,366 — Series C Preferred Stock Votes (Total votes for Series C Convertible Preferred Stock as of November 20, 2025 Record Date)
- 2,206 — Series B Preferred Votes per Share (Voting power of each Series B Convertible Preferred Stock share relative to common stock)
- 171 — Series A Preferred Votes per Share (Voting power of each Series A Convertible Preferred Stock share relative to common stock)
- 925 — Series C Preferred Votes per Share (Voting power of each Series C Convertible Preferred Stock share relative to common stock)
- December 22, 2025 — Annual Meeting Date (Date of BONK, INC.'s 2025 Annual Meeting of Stockholders)
- November 20, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
- 7 — Directors for Re-election (Number of directors proposed for re-election to the Board)
Key Players & Entities
- BONK, INC. (company) — Registrant for DEF 14A filing
- M&K CPAS, PLLC (company) — Independent registered public accounting firm
- Jarrett Boon (person) — Chief Executive Officer and Principal Executive Officer
- SEC (regulator) — U.S. Securities and Exchange Commission
- ClearTrust, LLC (company) — Transfer agent
- Broadridge (company) — Proxy processing service
- 185,476,283 (dollar_amount) — Votes for common stock as of Record Date
- 6,816,832 (dollar_amount) — Votes for Series A Convertible Preferred Stock as of Record Date
- 3,999,265 (dollar_amount) — Votes for Series B Convertible Preferred Stock as of Record Date
- 124,884,366 (dollar_amount) — Votes for Series C Convertible Preferred Stock as of Record Date
FAQ
What are the key proposals for the BONK, INC. 2025 Annual Meeting?
At the BONK, INC. 2025 Annual Meeting, stockholders will vote on two main proposals: the re-election of seven directors to the Board of Directors and the ratification of M&K CPAS, PLLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
When and where will the BONK, INC. 2025 Annual Meeting be held?
The BONK, INC. 2025 Annual Meeting will be held virtually via live webcast on the Internet on December 22, 2025, at 10:00 AM Eastern Time. Stockholders can join online at www.virtualshareholdermeeting.com/BNKK2025.
What is the voting power of different stock classes in BONK, INC.?
As of the November 20, 2025 Record Date, common stock holders are entitled to one vote per share, Series A Convertible Preferred Stock holders get 171 votes per share, Series B Convertible Preferred Stock holders receive 2,206 votes per share, and Series C Convertible Preferred Stock holders have 925 votes per share.
Who is the independent registered public accounting firm for BONK, INC. for fiscal year 2025?
M&K CPAS, PLLC has been appointed as the independent registered public accounting firm for BONK, INC. for the fiscal year ending December 31, 2025. Stockholders are asked to ratify this appointment at the upcoming annual meeting.
What is the Board's recommendation for the proposals at the BONK, INC. Annual Meeting?
The Board of Directors of BONK, INC. unanimously recommends that stockholders vote 'FOR' each of the seven director nominees included in Proposal No. 1 and 'FOR' Proposal No. 2, which is the ratification of M&K CPAS, PLLC as the independent registered public accounting firm.
How many shares of each stock class were outstanding for BONK, INC. as of the Record Date?
As of the November 20, 2025 Record Date, there were 185,476,283 shares of common stock, 39,933 shares of Series A Convertible Preferred Stock, 1,813 shares of Series B Convertible Preferred Stock, and 135,000 shares of Series C Convertible Preferred Stock outstanding.
What happens if a BONK, INC. stockholder returns a proxy card without voting instructions?
If a signed and dated proxy card is returned to BONK, INC. without an indication of how the stockholder desires to vote on a proposal, the shares will be voted 'FOR' each nominee for director and 'FOR' the selection of M&K CPAS, PLLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
Can BONK, INC. stockholders change their vote after submitting a proxy?
Yes, BONK, INC. stockholders can revoke their proxy and change their vote at any time before the polls close at the Meeting by sending a written notice to the Secretary, signing another proxy card with a later date, or attending the Meeting virtually and voting.
What is a 'broker non-vote' in the context of BONK, INC.'s proxy statement?
A 'broker non-vote' refers to shares held by brokers that lack discretionary authority to vote on a matter and have not received voting instructions from their clients. For BONK, INC., the re-election of directors is a 'non-routine' matter, meaning brokers cannot vote uninstructed shares, while auditor ratification is 'routine' and allows broker discretion.
Who is the Chief Executive Officer of BONK, INC.?
Jarrett Boon is the Chief Executive Officer and Principal Executive Officer of BONK, INC. He is also designated as the representative for stockholders to contact with questions regarding the proxy statement or voting.
Industry Context
BONK, INC. operates within a dynamic market where corporate governance and shareholder voting are critical. The company's structure, with preferred stock holding substantial voting power, suggests a potentially concentrated ownership and control environment.
Regulatory Implications
The company must comply with SEC regulations for proxy solicitations, ensuring all material information is disclosed accurately and timely. The voting structure, with disproportionate voting power in preferred shares, may attract scrutiny regarding corporate governance practices.
What Investors Should Do
- Review the voting power of Series A, B, and C preferred stock relative to common stock to understand potential influence on proposals.
- Evaluate the Board's recommendation to re-elect seven directors and ratify M&K CPAS, PLLC, considering the concentrated voting power.
- Participate in the virtual Annual Meeting on December 22, 2025, to exercise voting rights, especially given the potential for preferred stockholders to heavily influence outcomes.
Key Dates
- 2025-12-22: 2025 Annual Meeting of Stockholders — Stockholders will vote on director re-elections and ratification of the independent auditor. The virtual format may impact participation.
- 2025-11-20: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting. The significant voting power of preferred stock holders is noted.
Glossary
- DEF 14A
- A proxy statement filing required by the U.S. Securities and Exchange Commission (SEC) for publicly traded companies to solicit shareholder votes. (This document contains the information presented, detailing the proposals and background for the upcoming shareholder meeting.)
- Convertible Preferred Stock
- A class of preferred stock that can be converted into a specified number of shares of common stock. (These shares have significantly higher voting power than common stock, concentrating voting control among a smaller group of holders.)
- Record Date
- A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Establishes the pool of eligible voters for the December 22, 2025 Annual Meeting.)
Year-Over-Year Comparison
This analysis is based on the 2025 DEF 14A filing. A comparison to a previous filing would require access to historical data, which is not provided in the current context. Key metrics such as revenue, net income, and executive compensation from prior periods are not available for comparison.
Filing Stats: 4,784 words · 19 min read · ~16 pages · Grade level 12.1 · Accepted 2025-12-02 10:19:52
Key Financial Figures
- $500 million — usiness development to grow LifeLock to $500 million in revenue. LifeLock went public in 201
- $2.3 billion — uently acquired by Symantec in 2016 for $2.3 billion. Prior to LifeLock, Mr. Boon founded SW
Filing Documents
- formdef14a.htm (DEF 14A) — 509KB
- proxy_001.jpg (GRAPHIC) — 260KB
- proxy_002.jpg (GRAPHIC) — 213KB
- 0001493152-25-025592.txt ( ) — 1161KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 14 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 16 PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 17 OTHER MATTERS 19 OTHER IMPORTANT INFORMATION 19 WHERE YOU CAN FIND ADDITIONAL INFORMATION 20 i BONK, INC. 18801 N Thompson Peak Pkwy Ste 380 Scottsdale, AZ 85255 Proxy This proxy statement is being made available to the holders of record shares of the voting stock of Bonk, Inc. (the “Company”) in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Company for use at the 2025 annual meeting of stockholders (the “Meeting”) of the Company to be held at 10:00 AM, Eastern Time, on December 22, 2025. The Meeting will be a virtual meeting via live webcast and no in person meeting will be held. You will be able to join and attend online by logging in at www.virtualshareholdermeeting.com/BNKK2025. QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS Why am I receiving this proxy statement? In this proxy statement, we refer to Bonk, Inc. as the “Company,” “we,” “us,” or “our.” This proxy statement describes the proposals on which the Board would like you, as a stockholder, to vote at the Meeting, which will take place virtual-only (online) meeting format via live webcast on the Internet on December 22, 2025 at 10:00 AM, Eastern Time. Stockholders are being asked to consider and vote upon proposals to (i) re-elect seven directors to the Board to serve until their successors are duly elected and qualified at the 2026 annual meeting of stockholders or until their earlier resignation or removal, and (ii) ratify the appointment of M&K CPAS, PLLC (“M&K”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025. This proxy statement also