Business Context and Reporting Period
This Form 8-K Current Report from DeFi Development Corp. covers events occurring on December 18, 2025, specifically the Company's 2025 Annual Meeting of Stockholders. The filing details the approval of corporate governance proposals, amendments to equity incentive plans, and charter amendments.
Key Financial Metrics
This filing is a current report regarding corporate actions and does not contain financial performance data. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Corporate Actions
Stockholders approved six proposals at the Annual Meeting, resulting in the following material changes:
- Equity Incentive Plan Amendment: The 2023 Equity Incentive Plan was amended to increase the total number of shares available for issuance by 1,500,000 shares, bringing the total reserve to 5,000,000 shares.
- New Employee Stock Purchase Plan (ESPP): The 2025 ESPP was approved, authorizing 250,000 shares for issuance. The plan includes an automatic annual increase mechanism effective January 1, 2026, through January 1, 2035.
- Charter Amendments: The Company's Certificate of Incorporation was amended to increase authorized Common Stock to 1,000,000,000 shares and authorized Preferred Stock to 1,000,000,000 shares.
- Board Elections: Five directors were elected to serve until the next annual meeting: Joseph Onorati, William Caragol, Blake Janover, Zachary Tai, and Thomas Perfumo.
- Auditor Ratification: Wolf & Company, P.C. was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
Voting Results Summary
| Proposal | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| 1. Election of Directors | ~107.2M - 107.3M (per candidate) | N/A (Withheld) | N/A |
| 2. Ratify Auditor | 111,912,434 | 312,960 | 300,506 |
| 3. Amend 2023 Equity Plan | 106,885,624 | 427,369 | 122,945 |
| 4. Increase Authorized Common Stock | 110,397,899 | 1,650,544 | 477,456 |
| 5. Increase Authorized Preferred Stock | 107,722,829 (Common + Pref) | 457,271 | 113,075 |
| 6. Approve 2025 ESPP | 107,243,063 | 113,085 | 79,790 |
Guidance, Outlook, and Risks
This filing does not contain management commentary on future financial guidance, outlook, or specific risk factors. The document focuses strictly on the results of the stockholder vote and the effective dates of the approved plans and charter amendments.
Key Facts for Investor Verification
- Verify the dilution impact of the newly authorized 1,500,000 shares under the 2023 Equity Plan and the 250,000 shares under the 2025 ESPP.
- Confirm the automatic annual increase formula for the 2025 ESPP share reserve (least of 250,000 shares, 0.5% of outstanding shares, or Board determination).
- Review the full text of the Certificate of Amendment (Exhibit 3.1) to understand any specific rights attached to the newly authorized 1 billion shares of Preferred Stock.
- Check the definitive proxy statement filed on November 5, 2025, for detailed terms of the equity plans referenced in this report.