TON Strategy (TONX) elects 5 directors; 40,203,855 vote for auditor

TON Strategy Company (TONX) reported final results from its 2025 Annual Meeting of Stockholders held on October 24, 2025.

Accepted by SEC EDGAR 10/28/2025 - 12:28 PM EDT

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Form Type

8-K

Rhea-AI Filing Summary

TON Strategy Company (TONX) reported final results from its 2025 Annual Meeting of Stockholders held on October 24, 2025.

Stockholders elected five directors—Manuel Stotz, Nicolas Cary, Rory J. Cutaia, Tucker Highfield and Evan Sohn—to serve until the next annual meeting or until successors are duly elected and qualified. An advisory vote approved executive compensation with 36,434,345 votes for, 2,407,058 against, and 4,057 abstentions, with 3,380,025 broker non-votes.

On the frequency of future say‑on‑pay votes, stockholders supported every year with 36,996,287 votes, compared to 2,017 for two years, 3,915 for three years, and 1,843,241 abstentions, with 3,380,025 broker non‑votes. The Company will hold say‑on‑pay votes annually. Stockholders also ratified Grassi & Co., CPAs, P.C. as independent auditor for fiscal year 2025 with 40,203,855 votes for, 2,020,421 against, and 1,209 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TONX stockholders decide at the 2025 Annual Meeting?

They elected five directors, approved executive compensation on an advisory basis, chose annual say‑on‑pay frequency, and ratified Grassi & Co. as auditor.

Who were elected to TONX’s Board of Directors?

Manuel Stotz, Nicolas Cary, Rory J. Cutaia, Tucker Highfield, and Evan Sohn.

How did TONX stockholders vote on executive compensation (say‑on‑pay)?

Votes were 36,434,345 for, 2,407,058 against, 4,057 abstentions, with 3,380,025 broker non‑votes.

What frequency for future say‑on‑pay votes did TONX stockholders select?

Every year, with 36,996,287 votes in favor; 2,017 for two years; 3,915 for three years; 1,843,241 abstentions; and 3,380,025 broker non‑votes.

Which auditing firm did TONX stockholders ratify for fiscal 2025 and what was the vote?

Grassi & Co., CPAs, P.C., with 40,203,855 for, 2,020,421 against, and 1,209 abstentions.

When was the TONX 2025 Annual Meeting held?

October 24, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2025

TON Strategy Company

(Exact name of registrant as specified in its charter)

Nevada	001-38834	90-1118043
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

3024 Sierra Juniper Ct
Las Vegas, Nevada		89138
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (855) 250-2300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001		TONX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 24, 2025, TON Strategy Company (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters submitted to a vote of stockholders at the Annual Meeting and the final results of voting for each matter.

Proposal 1 – Election of Directors

The stockholders elected Manuel Stotz, Nicolas Cary, Rory J. Cutaia, Tucker Highfield and Evan Sohn as directors of the Company to serve until the Company’s next annual meeting of stockholders or until their respective successors have been duly elected and qualified, or until their respective earlier death, resignation or removal. The results of the vote were as follows:

Name	Votes for Director	Votes Withheld from Director	Broker Non-Votes
Manuel Stotz	36,739,258	2,106,202	3,380,025
Nicolas Cary	36,937,363	1,908,097	3,380,025
Rory J. Cutaia	35,559,727	3,285,733	3,380,025
Tucker Highfield	36,937,197	1,908,263	3,380,025
Evan Sohn	36,938,203	1,907,257	3,380,025

Proposal 2 – Advisory Vote to Approve Executive Compensation

The stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of the vote were as follows:

For		Against		Abstentions		Broker Non-Votes
36,434,345		2,407,058		4,057		3,380,025

Proposal 3 – Advisory Vote to Approve the Frequency of Future Advisory Votes on Executive Compensation

The stockholders approved, on a non-binding, advisory basis, holding future advisory votes to approve the compensation of the Company’s named executive officers every year. The results of the vote were as follows:

1 Year		2 Years		3 Years		Abstentions		Broker Non-Votes
36,996,287		2,017		3,915		1,843,241		3,380,025

The Company has decided, in light of the stockholders’ vote and consistent with the recommendation of the Company’s Board of Directors, that future non-binding, advisory votes on the compensation of the Company’s named executive officers will be held every year until the next required vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.

Proposal 4 – Ratification of the Selection of the Company’s Independent Registered Public Accounting Firm

The stockholders ratified the selection of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The results of the vote were as follows:

For		Against		Abstentions		Broker Non-Votes
40,203,855		2,020,421		1,209		-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 28, 2025	TON Strategy Company

	By:	/s/ Veronika Kapustina
	Name:	Veronika Kapustina
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR