Tron (TRON) Proxy filing summary

Executive summary

• The annual meeting is scheduled for December 4, 2024, with shareholders voting on key proposals including director elections, an equity incentive plan, auditor ratification, and executive compensation matters.

• Shareholders of record as of November 6, 2024, are entitled to vote, with 13,876,477 shares outstanding and 29 holders of record.

• Voting can be conducted via Internet, mail, phone, or in person, and proxies are revocable at any time before voting.

Voting matters and shareholder proposals

• Five directors are nominated for election to serve until the next annual meeting.

• Proposal to approve the 2024 Equity Incentive Plan, increasing authorized shares for issuance by 2,250,000.

• Ratification of M & K CPAS, PLLC as the independent auditor for fiscal year 2024.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the board recommending a three-year cycle.

Board of directors and corporate governance

• The board consists of five members, with three deemed independent under Nasdaq and SEC rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each comprised solely of independent directors.

• The board held four meetings in 2023, with full attendance by all directors and committee members.

• A code of ethics and corporate governance guidelines are in place and available on the company website.