- Nakamoto Inc. filed a definitive proxy statement for a virtual special meeting scheduled for December 17, 2026, with a record date of October 26, 2026 and 18,346,473 shares outstanding
- The lead proposal would amend the company’s charter to declassify its board, moving from staggered terms to annual election of all directors
- Two separate director slates are presented depending on the outcome: six nominees if declassification passes, or two Class II nominees if it does not
Nakamoto Inc., a bitcoin-focused holding company formed through mergers that included BTC Inc and investment firm UTXO Management, filed a definitive proxy statement on October 29, 2026 setting a special shareholder meeting for December 17, 2026. The meeting will be held virtually, with shareholders of record as of October 26, 2026 eligible to vote across the company’s 18,346,473 outstanding shares.
The central item on the agenda is a proposal to amend and restate the company’s certificate of incorporation to declassify its board of directors, replacing a staggered structure, in which only a portion of directors stand for election each year, with annual election of the entire board. That kind of change is often framed as a governance improvement that gives shareholders more frequent opportunities to hold the full board accountable, though it also removes a structural feature that can make a board harder to overhaul quickly during a contested situation. Passing the proposal requires support from a majority of the company’s outstanding shares, a notably higher bar than a simple majority of votes cast.
The proxy structures its director-election proposal around that same declassification vote. If the declassification proposal passes, shareholders would separately elect six nominees, including David Bailey, Charles P. Blackburn, Perianne Boring, Tyler Evans, Greg Xethalis and Mark W. Yusko, to serve until the 2027 annual meeting. If it fails, shareholders would instead elect only two Class II nominees, Blackburn and Evans, to serve a longer term running until 2029, preserving the staggered structure for the remaining board seats.
The proxy also asks shareholders to ratify Wolf & Company, P.C. as the company’s independent registered public accounting firm for fiscal year 2026, and includes a routine adjournment proposal that would let the company push the meeting back if it does not have enough votes or a quorum when the scheduled date arrives. Bitcoin appears throughout the filing mainly in director biographies and in references to the company’s formation through the BTC Inc and UTXO Management transactions, rather than through any new disclosure of the company’s current bitcoin holdings in the portion of the filing reviewed.
The vote is a significant corporate-governance test for a company still in the relatively early stages of operating under its combined structure. The full proxy statement is filed on SEC EDGAR.
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