- Eightco Holdings filed a preliminary proxy statement on October 16, 2026 asking shareholders to approve raising its authorized common stock to 500,000,000,000 shares
- The December 11, 2026 annual meeting agenda also asks shareholders to elect Thomas Lee as a Class I director, tying the company’s board more directly to its Ethereum treasury strategy
- Bitmine Immersion Technologies, chaired by Lee, is disclosed as a greater-than-5-percent Eightco shareholder that committed in March 2026 to invest at least $75 million into the company
Eightco Holdings Inc., trading under the ticker ORBS, filed a preliminary proxy statement with the SEC on October 16, 2026 outlining the agenda for its annual meeting scheduled for December 11, 2026. The most striking item on that agenda is a proposal asking shareholders to approve a charter amendment raising the company’s authorized common stock to 500,000,000,000 shares, a figure in the hundreds of billions that reflects how aggressively the company may need to issue new shares to continue funding its stated strategy.
The proxy also asks shareholders to elect Thomas Lee as a Class I director, alongside proposals to ratify Stephano Slack LLC as the company’s auditor and to approve a standard adjournment provision allowing the meeting to be postponed if needed to solicit additional votes. Lee’s biography in the filing cites his experience specifically in digital-asset treasury strategy, and the proxy separately discloses that director Brett Vroman received a restricted stock unit grant in December 2025 explicitly tied to the company’s digital-asset treasury operations.
The connection between Eightco and Lee runs deeper than a single board seat. Bitmine Immersion Technologies, Inc., a well-known Ethereum treasury company that Lee chairs, is disclosed in the proxy as a shareholder holding more than 5 percent of Eightco’s stock, having committed on March 11, 2026 to invest at least $75,000,000 into Eightco’s common stock. That commitment effectively ties one of the best-known Ethereum-treasury companies directly to Eightco’s own balance-sheet strategy, with Lee’s board seat formalizing the relationship at the governance level.
The proxy also discloses executive compensation details for 2025: Chief Executive Officer Kevin O’Donnell received a base salary of $500,000 plus an $875,000 bonus, with his base later revised to $550,000 in June 2026, alongside stock awards valued at $1,377,250 and total 2025 compensation of $1,551,096. Chief Financial Officer Brett Vroman received a base salary of $350,000 plus a $612,500 bonus for the same year. The filing also notes that the company’s board and audit committee oversee custody and security of its digital assets, explicitly flagging the risk of private-key loss as an area of board-level oversight.
Raising authorized share capital to a figure as large as 500 billion shares gives a company enormous flexibility to issue new stock for financing purposes without needing to return to shareholders for approval each time, a structure sometimes used by companies planning large, ongoing capital raises tied to a specific strategy such as building out a cryptocurrency treasury. The preliminary proxy, filed with the SEC, noted that final voting results would not be available until after the December meeting itself takes place.
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