OLB Group Sets Dec. 19 Virtual Shareholder Meeting; Board Backs All Proposals

TL;DR

**OLB's board is pushing its slate and auditor, signaling business as usual; expect no surprises, just vote 'FOR' and move on.**

AI Summary

The OLB Group, Inc. (OLB) is holding its 2025 Annual Meeting of Stockholders virtually on December 19, 2025, at 10:00 a.m. Eastern Time. Key proposals include the election of four director nominees: Ronny Yakov, Ehud Ernst, Amir Sternhell, and Alina Dulimof, to serve one-year terms expiring at the 2026 Annual Meeting. Stockholders will also vote to ratify the appointment of RBSM, LLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025. Additionally, an advisory vote will be held on the compensation of the named executive officers. The Board unanimously recommends a 'FOR' vote on all proposals. As of the record date, November 25, 2025, there were 8,780,749 shares of Common Stock outstanding, each entitled to one vote. The company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, is available online.

Why It Matters

This DEF 14A filing outlines critical governance decisions for OLB Group, impacting investor confidence and strategic direction. The election of Ronny Yakov, Ehud Ernst, Amir Sternhell, and Alina Dulimof to the Board will shape future corporate strategy and oversight, directly affecting long-term shareholder value. Ratifying RBSM, LLC as the auditor ensures continued financial transparency and regulatory compliance, crucial for maintaining market trust. The advisory vote on executive compensation provides a direct channel for investors to voice opinions on leadership incentives, influencing management's alignment with shareholder interests in a competitive fintech landscape.

Risk Assessment

Risk Level: low — The risk level is low as this DEF 14A filing primarily concerns routine annual meeting proposals, including director elections, auditor ratification, and an advisory vote on executive compensation. There are no indications of contentious proxy battles, significant corporate governance changes, or material financial disclosures that would suggest elevated risk. The Board unanimously recommends 'FOR' all proposals, indicating internal alignment.

Analyst Insight

Investors should review the qualifications of the director nominees and the executive compensation details in the full proxy statement. Given the routine nature and Board's unanimous recommendations, a 'FOR' vote on all proposals is generally expected, but shareholders should still cast their vote to ensure their shares are represented at the virtual meeting on December 19, 2025.

Key Numbers

• 8,780,749 — Shares of Common Stock outstanding (As of the Record Date, November 25, 2025, each share entitles the holder to one vote.)
• 2025-12-19 — Annual Meeting Date (The virtual meeting will be held at 10:00 a.m. Eastern Time.)
• 2025-11-25 — Record Date (Stockholders owning shares on this date are entitled to vote.)
• 2024-12-31 — Fiscal Year End (The Annual Report on Form 10-K for this period is available.)

Key Players & Entities

• OLB GROUP, INC. (company) — Registrant and company holding the Annual Meeting
• Ronny Yakov (person) — Director Nominee, Chairman and Chief Executive Officer
• Ehud Ernst (person) — Director Nominee
• Amir Sternhell (person) — Director Nominee
• Alina Dulimof (person) — Director Nominee
• RBSM, LLC (company) — Independent registered public accounting firm for fiscal year ending December 31, 2025
• Patrick Smith (person) — Vice President, Finance and proxy representative
• SEC (regulator) — Securities and Exchange Commission
• Transfer Online (company) — Transfer agent for OLB Group

FAQ

Industry Context

OLB Group operates in the financial technology sector, focusing on payment processing and e-commerce solutions. The industry is characterized by rapid technological advancements, increasing competition from established players and fintech startups, and evolving regulatory landscapes. Companies in this space often leverage digital platforms to offer services like payment gateways, merchant accounts, and loyalty programs.

Regulatory Implications

As a financial technology company, OLB Group is subject to various regulations related to data privacy, payment processing security (e.g., PCI DSS), and anti-money laundering (AML) laws. Changes in these regulations or non-compliance can lead to significant fines, operational disruptions, and reputational damage.

What Investors Should Do

1. Vote on Director Nominees
2. Ratify Independent Auditor
3. Vote on Executive Compensation
4. Review Annual Report

Key Dates

• 2025-12-19: 2025 Annual Meeting of Stockholders — Stockholders will vote on director elections, ratification of auditors, and executive compensation. The virtual format aims for broader participation.
• 2025-11-25: Record Date — Establishes the list of stockholders eligible to vote at the Annual Meeting. 8,780,749 shares of Common Stock were outstanding on this date.
• 2024-12-31: Fiscal Year End — The Annual Report on Form 10-K for this period provides audited financial statements and business overview, available for investor review.
• 2026-12-19: Expiration of Director Terms — The elected directors will serve until the 2026 Annual Meeting, at which point their successors will be elected.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting, including proposals to be voted on by shareholders. (This document is the proxy statement for OLB Group's 2025 Annual Meeting, outlining the agenda and board recommendations.)

Proxy Statement

A document that the SEC requires companies to provide to shareholders before a shareholder meeting, containing information about the matters to be voted on. (This document informs stockholders about the director nominees, auditor ratification, and executive compensation for their voting decisions.)

Named Executive Officers (NEOs)

The top executive officers of a company whose compensation is disclosed in proxy statements. (Stockholders will vote on an advisory basis regarding the compensation of OLB Group's NEOs.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent audit of its financial statements. (The appointment of RBSM, LLC as the auditor for fiscal year ending December 31, 2025, is subject to shareholder ratification.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (November 25, 2025, is the record date for OLB Group's 2025 Annual Meeting, with 8,780,749 shares of Common Stock outstanding.)

Year-Over-Year Comparison

This proxy statement for the 2025 Annual Meeting focuses on the upcoming proposals for director elections, auditor ratification, and executive compensation. Specific comparative financial data against the prior year's filing (2024 10-K) is not detailed within this proxy statement itself, but the 2024 10-K is referenced as available for review. Key metrics like revenue growth, margin changes, and new risks would be found by comparing the 2024 10-K to the 2023 10-K.

Key Financial Figures

• $0.0001 — d shares of our common stock, par value $0.0001 per share (" Common Stock ") on Novembe

Filing Documents

• ea0266871-01.htm (DEF 14A) — 770KB
• tbarchart_001.jpg (GRAPHIC) — 359KB
• tbarchart_002.jpg (GRAPHIC) — 399KB
• tproxy_001.jpg (GRAPHIC) — 1292KB
• tproxy_002.jpg (GRAPHIC) — 780KB
• 0001213900-25-114221.txt ( ) — 7627KB
• olb-20251124.xsd (EX-101.SCH) — 10KB
• olb-20251124_def.xml (EX-101.DEF) — 2KB
• olb-20251124_lab.xml (EX-101.LAB) — 34KB
• olb-20251124_pre.xml (EX-101.PRE) — 2KB
• ea0266871-01_htm.xml (XML) — 182KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 __________________________________________ SCHEDULE 14A __________________________________________ (Rule 14a -101 ) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as Permitted by Rule 14a -6 (e)(2)) Definitive Proxy Statement Definitive Additional Materials Solicitation Material Pursuant to Rule 14a -11 (c) or rule 14a -12 The OLB Group, Inc. (Name of Registrant as Specified in its Charter) _________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 . Table of Contents THE OLB GROUP, INC. 1120 Avenue of the Americas, Fourth Floor New York, New York 10036 To the Stockholders of The OLB Group, Inc.: You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the " Annual Meeting ") of The OLB Group, Inc. (the " Company ") to be held virtually at http://www.virtualshareholdermeeting.com / OLB2025 on December 19, 2025, at 10:00 a.m. Eastern Time, for the following purposes: 1. To elect Ronny Yakov, Ehud Ernst, Amir Sternhell and Alina Dulimof as directors (the " Director Nominees ") to serve on the Company's Board of Directors (the " Board ") for a one -year term that expires at the 2026 Annual Meeting of Stockholders, or until their successors are elected and qualified; 2. To ratify the appointment by the Board of RBSM, LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; 3. To approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement; and 4. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES, "FOR" THE RATIFICATION OF THE APPOINTMENT OF THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025, AND "FOR" APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS PROXY STATEMENT. The Board has fixed the close of business on November 25, 2025 as the record date (the " Record Date ") for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual Meeting or any postponement or adjournment thereof. Your vote is important. You are requested to carefully read the Proxy Statement and accompanying Notice of Annual Meeting for a more complete statement of matters to be considered at the Annual Meeting. Table of Contents IMPORTANT WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE READ THE PROXY STATEMENT AND PROMPTLY VOTE YOUR PROXY VIA THE INTERNET, BY TELEPHONE OR, IF YOU RECEIVED A PRINTED FORM OF PROXY IN THE MAIL, BY COMPLETING, DATING, SIGNING AND RETURNING THE ENCLOSED PROXY IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETING. YOUR PROXY, GIVEN THROUGH THE RETURN OF THE PROXY CARD, MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE ANNUAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY VIRTUALLY ATTENDING THE ANNUAL MEETING AND VOTING. IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE ANNUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES. THE PROXY STATEMENT, OUR FORM OF PROXY CARD, AND OUR ANNUAL REPORT ON FORM 10 -K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 ARE AVAILABLE ON THE INTERNET AT WWW.OLB.COM/PUBLIC -FILLINGS OR AT THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. YOU WILL NEED TO USE THE CONTROL NUMBER APPEARING ON YOUR PROXY CARD TO VOTE PRIOR TO OR AT THE ANNUAL MEETING. Table of Contents THE OLB GROUP, INC. 1120 Avenue of the Americas, Fourth Floor New York, New York 10036 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS November 25, 2025 To the Stockholders of The OLB Group, Inc.: You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the " Annual Meeting ") of The OLB Group, Inc. (the " Company ") to be held virtually at http://www.virtualshareholdermeeting.com/OLB2025 on Friday, December 19,

View Full Filing

View this DEF 14A filing on SEC EDGAR