TON Strategy Co 8-K

What Happened

• TON Strategy Company (TONX) filed an 8-K reporting results of its June 9, 2026 annual meeting. Stockholders re-elected five directors and approved the adoption of the TON Strategy Company 2026 Equity Incentive Plan and an amendment to the 2019 Stock and Incentive Compensation Plan to add 3,000,000 shares. The meeting had 42,348,214 shares present or represented (about 74.91% of voting power, record date April 15, 2026).

Key Details

• Directors re-elected: Nicolas Cary, Tucker Highfield, Evan Sohn, Manuel Stotz and Kevin Wilson were elected to serve until the 2027 annual meeting. (Vote counts included in the filing; e.g., Manuel Stotz received 33,406,927 votes For.)
• New equity plan approved: Stockholders approved the TON Strategy Company 2026 Equity Incentive Plan (details summarized in the Company’s proxy; full plan attached as an exhibit).
• 2019 Plan amendment approved: Stockholders also approved increasing shares available under the Company’s 2019 Stock and Incentive Compensation Plan by 3,000,000 shares.
• Other votes: Stockholders ratified Grassi & Co., CPAs, P.C. as independent auditors for FY2026 (40,485,078 For) and approved, on a non-binding advisory basis, executive compensation (21,816,982 For; 13,136,814 Against).

Why It Matters

• Adoption of the 2026 Equity Incentive Plan and the increase to the 2019 Plan affect the pool of equity awards the company can grant to executives, directors and employees, which can impact dilution and compensation expense over time. Re-election of the existing board maintains continuity in company leadership and governance. The auditor ratification and advisory approval of executive pay are procedural items that confirm shareholder support on oversight and compensation matters.