Bakkt (BKKT) Proxy filing summary

Executive summary

• Amendment corrects the number of outstanding Class A common shares as of the record date to 30,761,371 for the June 23, 2026 annual meeting.

• Updates disclosures on director and officer compensation, including equity awards and pay versus performance for fiscal 2025.

• Replaces the form of proxy card and clarifies voting instructions for the annual meeting.

Voting matters and shareholder proposals

• Shareholders will vote on the election of two Class II directors, an advisory vote to approve executive compensation, and ratification of Grant Thornton LLC as independent auditors for fiscal 2026.

• Proxy card allows voting by internet, phone, or mail, and provides for electronic delivery of future proxy materials.

Executive compensation and say-on-pay

• Details on outstanding equity awards for named executive officers as of December 31, 2025, including RSUs, options, and inducement grants.

• Option grants to executives are subject to quarterly exercise commitments and lock-up periods for shares acquired.

• Pay versus performance disclosure compares compensation actually paid to PEOs and Non-PEO NEOs with total shareholder return and net loss for 2023–2025.

• Executive transitions in 2025 included severance and accelerated vesting for departing executives.