Streamex Seeks Shareholder Nod for 22.5M Share Incentive Plan Boost

TL;DR

**STEX is asking for a massive 22.5 million share increase for its incentive plan, which screams dilution and demands a 'no' vote from shareholders concerned about their equity.**

AI Summary

Streamex Corp. (STEX) is holding its 2025 Annual Meeting on December 30, 2025, virtually, to address several key proposals. A significant item is Proposal 5, seeking approval for the Fourth Amendment to the 2023 Long-Term Incentive Plan, which would increase the authorized shares for issuance by 22,494,324, bringing the total to 37,230,130 shares. This expansion of the incentive plan could dilute existing shareholder value but is intended to attract and retain talent. The company also plans to elect two Class I directors, conduct advisory votes on executive compensation (Say-on-Pay and Say-on-Frequency), and ratify CBIZ CPAs P.C. as its independent auditor for the fiscal year ending December 31, 2025. As of the November 7, 2025 record date, 39,228,103 shares of Common Stock were outstanding, alongside 105 shares of Series C Preferred Stock and one share of Super Voting Preferred Stock, which carries 109,070,079 votes tied to Exchangeable Shares from the May 28, 2025 acquisition of Streamex Exchange.

Why It Matters

This DEF 14A filing is crucial for STEX investors as it outlines significant governance and compensation decisions. The proposed 22,494,324 share increase for the Long-Term Incentive Plan (Proposal 5) could lead to substantial dilution, impacting per-share earnings and stock value, which is a key concern for existing shareholders. The advisory votes on executive compensation (Proposals 2 and 3) provide a direct channel for investors to voice their opinions on management's pay, influencing corporate accountability. In a competitive streaming market, attracting and retaining top talent through incentive plans is vital, but the scale of this proposed increase warrants close scrutiny regarding its long-term impact on shareholder returns versus competitive positioning.

Risk Assessment

Risk Level: medium — The proposed increase of 22,494,324 shares for the 2023 Long-Term Incentive Plan (Proposal 5), bringing the total to 37,230,130 shares, represents a significant potential for dilution relative to the 39,228,103 shares of Common Stock outstanding as of November 7, 2025. This substantial increase in authorized shares for equity awards could depress per-share value and earnings, posing a medium risk to existing shareholders.

Analyst Insight

Investors should carefully review Proposal 5 regarding the Long-Term Incentive Plan amendment. Consider voting against the 22,494,324 share increase if you are concerned about potential dilution of your equity stake. Engage with investor relations to understand the specific rationale and projected impact of such a large share authorization.

Key Numbers

• 2025-11-20T00:00:00.000Z — Filing Date (Date DEF 14A was filed)
• 2025-12-30T00:00:00.000Z — Annual Meeting Date (Date of Streamex Corp.'s 2025 Annual Meeting)
• 2025-11-07T00:00:00.000Z — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 39,228,103 — Common Stock Shares Outstanding (As of the Record Date, November 7, 2025)
• 105 — Series C Preferred Stock Shares Outstanding (As of the Record Date, November 7, 2025)
• 1 — Super Voting Preferred Stock Shares Outstanding (As of the Record Date, November 7, 2025)
• 109,070,079 — Votes for Super Voting Preferred Stock (Tied to Exchangeable Shares held by ExchangeCo as of the Record Date)
• 22,494,324 — Increase in Authorized Shares for Incentive Plan (Proposed increase under the Fourth Amendment to the 2023 Long-Term Incentive Plan)
• 37,230,130 — Total Authorized Shares for Incentive Plan (Proposed total after the Fourth Amendment to the 2023 Long-Term Incentive Plan)
• 2.046862 — Exchange Ratio (Exchangeable Shares per Streamex Share in the May 28, 2025 acquisition)

Key Players & Entities

• Streamex Corp. (company) — Registrant and issuer of DEF 14A
• STEX (company) — Ticker symbol for Streamex Corp.
• Karl Henry McPhie (person) — Chief Executive Officer of Streamex Corp.
• CBIZ CPAs P.C. (company) — Independent registered public accounting firm for Streamex Corp.
• U.S. Securities and Exchange Commission (regulator) — Regulates proxy statement filings
• BST Sub ULC (company) — Party in Share Purchase Agreement
• 1540875 B.C. Ltd. (company) — Party in Share Purchase Agreement (Callco)
• Streamex Exchange Corporation (company) — Acquired by Streamex Corp. through ExchangeCo
• 1540873 B.C. Ltd. (company) — Trustee in Exchange Rights Agreement
• ExchangeCo (company) — Holder of 109,070,079 Exchangeable Shares

FAQ

Risk Factors

• Dilution from Incentive Plan Share Increase [medium — financial]: Proposal 5 seeks to increase authorized shares for the Long-Term Incentive Plan by 22,494,324, bringing the total to 37,230,130. This significant increase could dilute existing shareholder value if new shares are issued at prices below current market value or if the plan does not yield commensurate returns.
• Dependence on Super Voting Preferred Stock Votes [high — financial]: The Super Voting Preferred Stock, with 109,070,079 votes tied to Exchangeable Shares from a prior acquisition, holds disproportionate voting power relative to its share count (1 share). This concentration of votes could influence corporate decisions and potentially override common shareholder interests.

Industry Context

Streamex Corp. operates in a competitive landscape where attracting and retaining top talent is crucial for innovation and growth. The technology and services sector, in which Streamex likely operates, often relies on equity-based compensation to align employee interests with shareholder value. Industry trends emphasize performance-based incentives and long-term value creation.

Regulatory Implications

The proposed increase in incentive shares requires shareholder approval and could be scrutinized by investors concerned about dilution. The company must also comply with SEC regulations regarding proxy disclosures and executive compensation reporting. The significant voting power of the Super Voting Preferred Stock may also attract attention from governance advocates.

What Investors Should Do

1. Evaluate the dilution impact of Proposal 5
2. Understand the voting power of Super Voting Preferred Stock
3. Review executive compensation details
4. Consider the ratification of the independent auditor

Key Dates

• 2025-11-20: Proxy Statement Filing and Mailing — Provides shareholders with information regarding the upcoming annual meeting and proposals, setting the stage for voting.
• 2025-11-07: Record Date — Determines which shareholders are eligible to vote at the Annual Meeting.
• 2025-12-30: Annual Meeting of Stockholders — The date for shareholders to vote on key proposals, including director elections, executive compensation, and the incentive plan amendment.
• 2025-05-28: Acquisition of Streamex Exchange — This acquisition led to the issuance of Exchangeable Shares, which are now tied to the Super Voting Preferred Stock, significantly impacting the voting structure.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about the matters to be voted on at a company's annual meeting of shareholders. (This document outlines the proposals and information relevant to Streamex Corp.'s 2025 Annual Meeting.)

Common Stock

Represents ownership in a corporation and typically carries voting rights. (The primary class of stock held by most investors, with 39,228,103 shares outstanding as of the record date.)

Series C Preferred Stock

A class of stock with rights and preferences senior to common stock, which may include conversion rights or dividend preferences. (105 shares are outstanding, but their voting impact is minimal compared to the Super Voting Preferred Stock.)

Super Voting Preferred Stock

A class of stock with significantly more voting power per share than common stock. (One share holds 109,070,079 votes, giving it substantial control over shareholder decisions.)

Exchangeable Shares

Shares that can be exchanged for shares of another company, in this case, Streamex Corp., as part of an acquisition. (These shares, acquired on May 28, 2025, are the basis for the voting power of the Super Voting Preferred Stock.)

Long-Term Incentive Plan

A plan designed to reward employees, typically executives, with stock or other equity-based compensation tied to long-term company performance. (The company is seeking to increase the number of shares available under this plan, which could lead to dilution.)

Say-on-Pay

A shareholder advisory vote on the compensation of the company's named executive officers. (Shareholders will have an advisory vote on executive compensation at the annual meeting.)

Say-on-Frequency

A shareholder advisory vote on how often the company should hold an advisory vote on executive compensation (e.g., every year, every two years, or every three years). (Shareholders will vote on the frequency of future Say-on-Pay votes.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in the provided text. The filing focuses on the upcoming annual meeting and specific proposals for 2025.

Key Financial Figures

• $0.001 — f shares of our common stock, par value $0.001 per share (the "Common Stock"), Series

Filing Documents

• formdef14a.htm (DEF 14A) — 779KB
• formdef14a_001.jpg (GRAPHIC) — 5KB
• proxy_001.jpg (GRAPHIC) — 1683KB
• proxy_002.jpg (GRAPHIC) — 1915KB
• proxy_003.jpg (GRAPHIC) — 1784KB
• proxy_004.jpg (GRAPHIC) — 1340KB
• 0001493152-25-024449.txt ( ) — 18442KB
• stex-20241231.xsd (EX-101.SCH) — 5KB
• stex-20241231_def.xml (EX-101.DEF) — 9KB
• stex-20241231_lab.xml (EX-101.LAB) — 60KB
• stex-20241231_pre.xml (EX-101.PRE) — 42KB
• formdef14a_htm.xml (XML) — 103KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 19 PAY VERSUS PERFORMANCE 25 AUDIT COMMITTEE MATTERS 27 PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 29 PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION 30 PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 31 PROPOSAL 5: PLAN AMENDMENT PROPOSAL 32 PROPOSAL 6: APPROVAL TO ADJOURN THE ANNUAL MEETING 40 OTHER BUSINESS 41 SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS 41 Annex A – Fourth Amendment to the 2023 Long-Term Incentive Plan A-1 Annex B – 2023 Long-Term Incentive Plan B-1 FORM OF PROXY CARD STREAMEX CORP. 2431 Aloma Avenue, Suite 243 Winter Park, Florida 32792 (203) 409-5444 PROXY FOR ANNUAL MEETING OF STOCKHOLDERS To Be Held December 30, 2025 Unless the context otherwise requires, references in this proxy statement (the "Proxy Statement") to "we," "us," "our," "the Company," or "Streamex" refer to Streamex Corp., a Delaware corporation, and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to "stockholders" are to the holders of our voting securities, which consist of our common stock, par value $0.001 per share (the "Common Stock"), our Series C Convertible Preferred Stock (the "Series C Preferred Stock") and our Super Voting Preferred Stock (the "Super Voting Preferred Stock") entitled to vote at the 2025 annual meeting of stockholders of the Company (the "Annual Meeting"). The accompanying proxy is solicited by the Board of Directors (the "Board") on behalf of Streamex to be voted at the Annual Meeting to be held on December 30, 2025, at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the "Notice") and at any adjournment(s) or postponement(s) of the Annual Meeting. This Proxy Statement and accompanying form of prox

View Full Filing

View this DEF 14A filing on SEC EDGAR