Stablecoin Development Corporation (SDEV) Proxy filing summary

Executive summary

• Shifted strategic direction from pharmaceuticals to capital allocation, focusing on digital assets, especially SKY tokens, which now represent about 10% of the total SKY supply held as principal treasury asset.

• Completed a $134 million private placement in January 2026, supporting a multi-year strategy to acquire and manage digital assets with revenue-generating characteristics.

• Board and management structure rebuilt post-October 2025 change of control, with Michael Kazley as Chair and CEO, and a majority-independent board.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent and conduct annual self-evaluations.

Voting matters and shareholder proposals

• Stockholders to vote on electing three Class I directors (Michael Kazley, Yenyou (Jeff) Zheng, Russell Preston Cann) for three-year terms.

• Ratification of CBIZ CPAs P.C. as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Board recommends voting FOR all nominees and the auditor ratification.

Board of directors and corporate governance

• Board consists of six seats, five filled as of the proxy date, with a diverse mix of skills and backgrounds.

• Board leadership combines Chair and CEO roles for efficiency and accountability.

• Board changes in 2025 and 2026 reflect new strategic direction and investor nomination rights.

• Annual evaluations of CEO, board, and committees; directors attended at least 75% of meetings.

• No stockholder rights plan or poison pill adopted; stockholder action by written consent allowed.