{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-028384","form_type":"8-K","ticker":"TONX","cik":"0001566610","company_name":"TON Strategy Co","filed_at":"2026-06-12T13:45:15+00:00","discovered_at":"2026-06-12T13:46:00.214900+00:00","generated_at":"2026-06-12T13:46:08.260599+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.35,"confidence":"high","headline":"TON Strategy stockholders approve 2026 equity plan and 3M share increase for 2019 plan","bullets":["All five director nominees elected: Cary, Highfield, Sohn, Stotz, Wilson.","Grassi & Co. ratified as auditor for FY2026 (40.5M for, 0.16M against).","Say-on-pay approved (21.8M for, 13.1M against, non-binding).","2026 Equity Incentive Plan adopted; 2019 Plan amended to add 3,000,000 shares.","Vote results on plan amendments each exceeded 30M for vs 5M against."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-028384","json":"https://secwatch.observer/filing/0001493152-26-028384.json","markdown":"https://secwatch.observer/filing/0001493152-26-028384.md","text":"https://secwatch.observer/filing/0001493152-26-028384.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1566610/000149315226028384/0001493152-26-028384-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1566610/000149315226028384/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-12T13:46:08.260599+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"11d43eab966e5d3f465e085c73fa210101129011","claim":"TON Strategy Co shareholders approved Approval of the Adoption of the TON Strategy Company 2026 Equity Incentive Plan.","evidence_excerpt":"Proposal Four: Approval of the Adoption of the TON Strategy Company 2026 Equity Incentive Plan The Company’s stockholders approved the adoption of the TON Strategy Company 2026 Equity Incentive Plan. The results of the vote were as follows: For Against Abstain Broker Non-Votes 30,240,693 5,164,176 62,904 6,880,441","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1566610/000149315226028384/0001493152-26-028384-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"3b79d1e60b94891ba53154007ffe88cd989f4a87","claim":"TON Strategy Co shareholders approved Election of Directors.","evidence_excerpt":"Proposal One: Election of Directors The Company’s stockholders elected Nicolas Cary, Tucker Highfield, Evan Sohn, Manuel Stotz and Kevin Wilson as members of the Company’s board of directors to serve until the Company’s annual meeting of stockholders to be held in 2027 and until their respective successors are duly elected and qualified. The results of the vote were as follows: Nominee For Withheld Broker Non-Votes Nicolas Cary 23,100,273 12,367,500 6,880,441 Tucker Highfield 25,615,246 9,852,527 6,880,441 Evan Sohn 22,653,394 12,814,379 6,880,441 Manuel Stotz 33,406,927 2,060,846 6,880,441 Kevin Wilson 23,101,588 12,366,185 6,880,441","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1566610/000149315226028384/0001493152-26-028384-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"4dcb14100153a6254ab78bbdeaf03b926a1d72c5","claim":"TON Strategy Co shareholders approved Approval, on an Advisory, Non-Binding Basis, of the Compensation of the Company’s Named Executive Officers.","evidence_excerpt":"Proposal Three: Approval, on an Advisory, Non-Binding Basis, of the Compensation of the Company’s Named Executive Officers The Company’s stockholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers. The results of the vote were as follows: For Against Abstain Broker Non-Votes 21,816,982 13,136,814 513,977 6,880,441","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1566610/000149315226028384/0001493152-26-028384-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"aac6679ebdaf891f2469555298bd6b97613b2161","claim":"TON Strategy Co shareholders approved Approval of an Amendment to the Company’s 2019 Stock and Incentive Compensation Plan.","evidence_excerpt":"Proposal Five: Approval of an Amendment to the Company’s 2019 Stock and Incentive Compensation Plan The Company’s stockholders approved the amendment to the Company’s 2019 Stock and Incentive Compensation Plan to increase the number of shares available for issuance. The results of the vote were as follows: For Against Abstain Broker Non-Votes 30,706,948 3,159,062 1,601,763 6,880,441","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1566610/000149315226028384/0001493152-26-028384-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"}],"fact_type":"shareholder_vote"},{"claim_id":"dea63b23d0fe2ecde15b0d4aa55fede72e35a190","claim":"TON Strategy Co shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-12-31 meeting.","evidence_excerpt":"Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s stockholders ratified the appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows: For Against Abstain Broker Non-Votes 40,485,078 162,239 1,700,897 —","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1566610/000149315226028384/0001493152-26-028384-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-12-31"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}