TONX Sets Virtual Annual Meeting for Oct 24, Key Votes on Directors, Exec Pay
Ticker: TONX · Form: DEF 14A · Filed: Oct 3, 2025 · CIK: 1566610
Sentiment: neutral
Topics: Proxy Statement, Annual Meeting, Corporate Governance, Director Election, Executive Compensation, Auditor Ratification, Shareholder Vote, Virtual Meeting, SEC Filing
Related Tickers: TONX
TL;DR
**TONX's virtual annual meeting on October 24th is a must-attend for shareholders to weigh in on board leadership and executive pay, directly influencing future company direction and accountability.**
AI Summary
TON Strategy Co. (TONX) is holding its 2025 Virtual Annual Meeting of Stockholders on October 24, 2025, at 8:00 a.m. Pacific Time. Stockholders will vote on four key proposals: the election of five directors, a non-binding advisory vote on named executive officer compensation, a non-binding advisory vote on the frequency of future executive compensation votes, and the ratification of Grassi & Co., CPAs, P.C. as the independent registered public accounting firm for fiscal year 2025. The board of directors recommends voting 'FOR' all five director nominees, 'FOR' executive compensation, 'ONE YEAR' for compensation vote frequency, and 'FOR' the ratification of Grassi & Co. Only stockholders of record as of September 25, 2025, are eligible to vote the 59,987,137 shares of common stock outstanding. The meeting will be held virtually at www.virtualshareholdermeeting.com/TONX2025AM, requiring a 16-digit control number for access and voting. The company will bear the full cost of proxy solicitation.
Why It Matters
This DEF 14A filing outlines critical governance decisions for TONX, directly impacting investor confidence and executive accountability. The election of five directors, including Manuel Stotz, shapes the company's strategic direction and oversight. The advisory votes on executive compensation and its frequency provide a direct channel for shareholders to influence pay practices, a common point of contention in competitive markets. Ratifying Grassi & Co. ensures continued financial transparency, which is crucial for maintaining trust among investors and distinguishing TONX in a competitive landscape.
Risk Assessment
Risk Level: low — The filing primarily details routine annual meeting proposals, including director elections and auditor ratification, which are standard corporate governance procedures. There are no indications of contentious proposals, significant financial distress, or unusual changes in company operations. The board's recommendations are straightforward, suggesting a low level of immediate risk to investors based solely on the content of this proxy statement.
Analyst Insight
Investors should review the backgrounds of the five director nominees and the executive compensation details in the full proxy statement. Vote 'FOR' or 'AGAINST' the board's recommendations based on your assessment of their alignment with long-term shareholder value. Consider voting 'ONE YEAR' for executive compensation frequency to maintain annual oversight.
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| Veronika Kapustina | Chief Executive Officer | |
| Sarah Olsen | Chief Financial Officer and Chief Operating Officer | |
| Manuel Stotz | Executive Chairman |
Key Numbers
- October 24, 2025 — Annual Meeting Date (Date of the 2025 Virtual Annual Meeting of Stockholders)
- 8:00 a.m. Pacific Time — Annual Meeting Time (Scheduled start time for the virtual meeting)
- September 25, 2025 — Record Date (Date for determining stockholders entitled to vote)
- 5 — Number of Directors (Number of directors to be elected to the board)
- 59,987,137 — Shares Outstanding (Total common stock shares outstanding as of the Record Date)
- 19,995,713 — Quorum Requirement (One-third of outstanding shares needed for a quorum)
- December 31, 2025 — Fiscal Year End (Fiscal year for which Grassi & Co. is proposed as auditor)
- June 5, 2026 — 2026 Shareholder Proposal Deadline (Deadline for Rule 14a-8 proposals for the 2026 annual meeting)
- June 26, 2026 — 2026 Bylaw Proposal Earliest Deadline (Earliest date for advance notice of 2026 shareholder proposals under bylaws)
- July 26, 2026 — 2026 Bylaw Proposal Latest Deadline (Latest date for advance notice of 2026 shareholder proposals under bylaws)
Key Players & Entities
- TON Strategy Company (company) — Registrant and issuer of common stock
- Manuel Stotz (person) — Executive Chairman and director nominee
- Nicolas Cary (person) — Director nominee
- Rory J. Cutaia (person) — Director nominee
- Tucker Highfield (person) — Director nominee
- Evan Sohn (person) — Director nominee
- Grassi & Co., CPAs, P.C. (company) — Independent registered public accounting firm
- SEC (regulator) — Securities and Exchange Commission
- VStock Transfer, LLC (company) — Transfer agent for TONX
- $59,987,137 (dollar_amount) — Number of shares of common stock outstanding on the Record Date
FAQ
When is TON Strategy Co.'s 2025 Virtual Annual Meeting of Stockholders?
TON Strategy Co.'s 2025 Virtual Annual Meeting of Stockholders is scheduled for October 24, 2025, at 8:00 a.m. Pacific Time. Stockholders can attend virtually by visiting www.virtualshareholdermeeting.com/TONX2025AM.
What are the key proposals to be voted on at the TONX Annual Meeting?
Stockholders will vote on four key proposals: the election of five directors, a non-binding advisory vote on named executive officer compensation, a non-binding advisory vote on the frequency of future executive compensation votes, and the ratification of Grassi & Co., CPAs, P.C. as the independent registered public accounting firm for fiscal year 2025.
Who are the director nominees for TON Strategy Co.?
The five director nominees for TON Strategy Co. are Manuel Stotz, Nicolas Cary, Rory J. Cutaia, Tucker Highfield, and Evan Sohn. The board recommends voting 'FOR' the election of each of these nominees.
What is the record date for voting at the TONX Annual Meeting?
The record date for voting at the TONX Annual Meeting is September 25, 2025. Only stockholders of record as of the close of business on this date are entitled to receive notice of and to vote at the Annual Meeting.
What is the board's recommendation regarding the frequency of future advisory votes on executive compensation for TONX?
The board of directors recommends that stockholders vote 'ONE YEAR' with respect to the non-binding, advisory vote on the frequency of future advisory votes to approve the compensation of TONX's named executive officers.
Who is the independent registered public accounting firm recommended for ratification by TON Strategy Co.?
The board of directors recommends the ratification of Grassi & Co., CPAs, P.C. as TON Strategy Co.'s independent registered public accounting firm for the fiscal year ending December 31, 2025.
How many shares of common stock were outstanding for TON Strategy Co. on the record date?
On the record date of September 25, 2025, there were 59,987,137 shares of TON Strategy Co.'s common stock outstanding and entitled to vote at the Annual Meeting.
What is a 'broker non-vote' in the context of TONX's proxy statement?
A 'broker non-vote' occurs when a beneficial owner does not instruct their broker or other nominee on how to vote on 'non-routine' items, such as director elections or executive compensation votes. Brokers cannot vote on these matters without specific instructions.
What is the deadline for submitting stockholder proposals for TON Strategy Co.'s 2026 annual meeting?
For inclusion in the proxy statement for the 2026 annual meeting, stockholder proposals must be submitted in writing to TON Strategy Co. by June 5, 2026. For proposals not for proxy statement inclusion, advance notice must be received between June 26, 2026, and July 26, 2026.
How can I attend and vote at the TONX 2025 Virtual Annual Meeting?
You can attend and vote at the TONX 2025 Virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/TONX2025AM and entering your 16-digit control number, which is included in your proxy card or additional voting instructions. You will not be able to attend in person.
Industry Context
TON Strategy Co. operates within the technology and investment sectors, with key executives having backgrounds in technology investment banking, digital assets, and venture capital. The company's focus appears to be on strategic investments and operational efficiency within the blockchain and Web3 space, indicating an engagement with a rapidly evolving and competitive industry.
Regulatory Implications
As a publicly traded company, TON Strategy Co. is subject to SEC regulations, including those governing proxy solicitations and financial reporting. The company's engagement with digital assets and blockchain may also expose it to evolving regulatory frameworks in this sector, requiring careful compliance.
What Investors Should Do
- Review the director nominees and vote 'FOR' their election to the board.
- Consider the board's recommendation to vote 'FOR' the non-binding advisory resolution on executive compensation.
- Vote 'ONE YEAR' on the frequency of future advisory votes on executive compensation, aligning with the board's recommendation.
- Vote 'FOR' the ratification of Grassi & Co., CPAs, P.C. as the independent registered public accounting firm for fiscal year 2025.
- Ensure access to the virtual meeting by having the 16-digit control number ready for the October 24, 2025 meeting at www.virtualshareholdermeeting.com/TONX2025AM.
Key Dates
- 2025-10-24: 2025 Virtual Annual Meeting of Stockholders — Stockholders will vote on director elections, executive compensation, compensation vote frequency, and auditor ratification. Access requires a 16-digit control number.
- 2025-09-25: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting. 59,987,137 shares of common stock were outstanding on this date.
- 2025-12-31: Fiscal Year End — The fiscal year for which Grassi & Co., CPAs, P.C. is proposed as the independent registered public accounting firm.
Glossary
- DEF 14A
- A proxy statement filed by public companies with the SEC detailing information about the annual meeting of stockholders and the matters to be voted upon. (This document is the DEF 14A filing for TON Strategy Co., outlining the agenda and voting proposals for their 2025 Annual Meeting.)
- Proxy Statement
- A document containing information that the Securities and Exchange Commission requires companies to provide to shareholders before their annual meeting, so they can make informed decisions. (This is the primary document for TON Strategy Co.'s 2025 Annual Meeting, detailing proposals and board recommendations.)
- Record Date
- A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or have other rights. (Sets the eligibility for voting at the TON Strategy Co. 2025 Annual Meeting, with September 25, 2025, being the date.)
- Virtual Annual Meeting
- A shareholder meeting conducted entirely online, allowing remote participation and voting. (TON Strategy Co. is holding its 2025 Annual Meeting virtually, accessible via www.virtualshareholdermeeting.com/TONX2025AM.)
- Independent Registered Public Accounting Firm
- An external audit firm hired by a company to conduct an independent audit of its financial statements. (Grassi & Co., CPAs, P.C. is proposed for ratification as TON Strategy Co.'s auditor for fiscal year 2025.)
Year-Over-Year Comparison
This filing represents the proxy statement for the 2025 Annual Meeting. Key changes from previous filings would likely include the appointment of new executive officers, Veronika Kapustina as CEO and Sarah Olsen as CFO/COO in August 2025, and Manuel Stotz as Executive Chairman. The specific financial performance and comparative metrics from the prior year's 10-K are not detailed within this proxy statement itself, but the context suggests a period of executive transition and strategic positioning.
Filing Stats: 4,835 words · 19 min read · ~16 pages · Grade level 13.2 · Accepted 2025-10-03 16:30:26
Key Financial Figures
- $37 billion — executed over 40 transactions totaling $37 billion in value, including high-profile equity
Filing Documents
- formdef14a.htm (DEF 14A) — 524KB
- proxy_001.jpg (GRAPHIC) — 251KB
- proxy_002.jpg (GRAPHIC) — 241KB
- 0001493152-25-016864.txt ( ) — 2302KB
- tonx-20241231.xsd (EX-101.SCH) — 5KB
- tonx-20241231_def.xml (EX-101.DEF) — 9KB
- tonx-20241231_lab.xml (EX-101.LAB) — 60KB
- tonx-20241231_pre.xml (EX-101.PRE) — 41KB
- formdef14a_htm.xml (XML) — 92KB
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 19 PAY VERSUS PERFORMANCE 24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 26 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 28 2024 ANNUAL REPORT ON FORM 10-K 30 iii TON STRATEGY COMPANY PROXY FOR THE 2025 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 24, 2025 General Information This Proxy Statement is solicited by the board of directors (our "Board") of TON Strategy Company, a Nevada corporation (the "Company," "us," or "our"), for use at our 2025 Virtual Annual Meeting of Stockholders (the "Annual Meeting") to be held on October 24, 2025 at 8:00 a.m. Pacific Time, or at any adjournment or postponement thereof. The Annual Meeting will be held virtually by means of remote communication and can be accessed by visiting www.virtualshareholdermeeting.com//TONX2025AM , where you will be able to listen to the meeting live, submit questions and vote online by logging into the website listed above using the 16-digit control number included in your proxy card or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts. The Annual Meeting will be held in virtual-only format. The Annual Meeting is being held for the purposes described herein. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 24, 2025 Pursuant to rules promulgated by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials on the Internet. This Proxy Statement, the enclosed proxy card, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Annual Report") are also available on the Investor Relations section of our website at
Business
Business Experience Below is a brief account of the business experience of each of our executive officers and director nominees. Executive Officers Veronika Kapustina, Chief Executive Officer Veronika Kapustina, age 39, was appointed as our Chief Executive Officer of the Company in August 2025. Ms. Kapustina is the Founder and Advisor of Houghton Street Ventures LLP, an early-stage investment firm launched in partnership with the London School of Economics & Political Science, where she led the firm's creation, team recruitment, and initial fund launch in September 2019. She has also served as an Advisor to the TON Foundation, from January to July 2025, providing strategic guidance on organizational restructuring, operational efficiency, and ecosystem stakeholder management. Previously, Ms. Kapustina was a Technology Investment Banker at Morgan Stanley from 2010 to 2017, in both the UK and U.S., where she executed over 40 transactions totaling $37 billion in value, including high-profile equity and debt raises and M&A transactions for leading technology companies. She has held directorships at several private companies, including VK Strategies Ltd and Reframe Venture Ltd (VentureESG), and served as a board member of ClearAccessIP LLC. 7 Sarah Olsen, Chief Financial Officer and Chief Operating Officer Sarah Olsen, age 39, was appointed as the Chief Financial Officer and Chief Operating Officer of the Company in August 2025. Ms. Olsen most recently served as Co-founder and Managing Partner of Europa Digital Assets Limited, where she led the firm's alternative investment strategies focused on market-neutral, relative value, and derivative strategies across global cryptocurrency markets from 2022 to 2025. Prior to this, Ms. Olsen was the Global Head of Corporate Development for Onyx by J.P. Morgan, J.P. Morgan's digital asset group, from 2020 to 2022, where she was responsible for strategic investments, partnerships, and product development in the blockcha