Streamex Corp.
For the period ended Dec 31, 2024. Filed Nov 20, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Nov 20, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Streamex Corp.** **
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
November 20, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Streamex Corp. to be virtually held at 3:00 p.m., Eastern Time, on December 30, 2025.
We are distributing our proxy materials to certain stockholders via the Internet under the U.S. Securities and Exchange Commission “Notice and Access” rules. We believe this approach allows us to provide stockholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) beginning on or about November 20, 2025, rather than a paper copy of the proxy statement, the proxy card and our 2024 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2024. The Notice of Internet Availability contains instructions on how to access the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials.
Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to be present at the Annual Meeting, after receiving the Notice of Internet Availability please vote as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. As an alternative to voting during the Annual Meeting, you may vote via the Internet, by telephone, or by signing, dating and returning the proxy card that is mailed to those that request paper copies of the proxy statement and the other proxy materials. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the online-only meeting and vote. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.
On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the online-only meeting.
Thank you for your support of our company. I look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Karl Henry McPhie
Karl Henry McPhie
Chief Executive Officer
**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 30, 2025, BY MEANS OF A LIVE VIRTUAL-ONLY ONLINE WEBCAST
Our official Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy Card and
2024 Annual Report to Stockholders are available at:
www.proxyvote.com
STREAMEX CORP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 30, 2025
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Streamex Corp., a Delaware corporation (the “Company”), will be held on December 30, 2025, at 3:00 p.m. Eastern Time by means of a live virtual-only online webcast at www.virtualshareholdermeeting.com/STEX2025. We will consider and act on the following items of business at the Annual Meeting:
| (1) | To elect as Class I directors the two nominees named in the accompanying Proxy Statement to a term of three years each, or until their successors have been elected and qualified (Proposal 1); |
| (2) | To approve, on an advisory basis, the compensation of our named executive officers (Proposal 2); |
| (3) | To approve, on an advisory basis, the frequency of advisory votes on the compensation of our named executive officers (Proposal 3); |
| (4) | A proposal to ratify the appointment of CBIZ CPAs P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”) (Proposal 4); |
| (5) | A proposal to approve the Fourth Amendment to the Company’s 2023 Long-Term Incentive Plan to increase the total number of shares of Common Stock authorized for issuance under such plan by 22,494,324 shares, to a total of 37,230,130 shares (the “Plan Amendment Proposal”) (Proposal 5); and |
| (6) | To approve the adjournment of the Annual Meeting, to a later date or dates, if necessary or appropriate, as determined by the Board of Directors in its sole discretion, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve the presented proposals or to constitute a quorum (the “Adjournment Proposal”) (Proposal 6). |
The Board of Directors has fixed the close of business on November 7, 2025, as the record date (the “Record Date”) for the Annual Meeting. Only holders of record of shares of our common stock, par value $0.001 per share (the “Common Stock”), Series C Convertible Preferred Stock and Super Voting Preferred Stock on the Record Date are entitled to receive notice of the Annual Meeting and to vote at the Annual Meeting or at any postponement(s) or adjournment(s) of the Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for inspection at the office of the Company during regular business hours for the ten (10) calendar days prior to the Annual Meeting.
YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.
If your shares are registered in your name. If you wish to attend the online-only Annual Meeting or any postponement or adjournment of the Annual Meeting, we request that you vote by telephone, over the Internet, or complete, date, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy card and in the Proxy Statement to ensure that your shares will be represented at the Annual Meeting and go to www.virtualshareholdermeeting.com/STEX2025, enter the control number you received on your proxy card or notice of the meeting and follow the instructions.
If your shares are held in the name of a broker, trust, bank or other nominee. Beneficial stockholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and request your 16 digit control number. Beneficial shareholders who have a valid control number will be allowed to register to attend and participate in the online-only meeting at www.virtualshareholdermeeting.com/STEX2025.
By Order of the Board of Directors,
/s/ Karl Henry McPhie
Karl Henry McPhie
Chief Executive Officer
November 20, 2025
You are cordially invited to attend the virtual-only Annual Meeting via the Internet by means of a live webcast. Whether or not you expect to participate in the virtual-only Annual Meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the internet as instructed in these proxy materials, as promptly as possible in order to ensure your representation at the virtual-only Annual Meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still participate and vote at the virtual-only Annual Meeting by visiting www.virtualshareholdermeeting.com/STEX2025 and using your control number assigned to you on your enclosed proxy card. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders will need to follow the instructions applicable to them provided in the enclosed Proxy Statement. We hope that you will be able to participate. Your feedback and your vote are very important to us.
TABLE OF CONTENTS
| Page | |
|---|---|
| ABOUT THE ANNUAL MEETING | 1 |
| PROPOSAL 1: ELECTION OF CLASS I DIRECTORS | 9 |
| CORPORATE GOVERNANCE | 10 |
| DIRECTOR COMPENSATION | 16 |
| STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 17 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 18 |
| EXECUTIVE COMPENSATION | 19 |
| PAY VERSUS PERFORMANCE | 25 |
| AUDIT COMMITTEE MATTERS | 27 |
| PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 29 |
| PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 30 |
| PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 31 |
| PROPOSAL 5: PLAN AMENDMENT PROPOSAL | 32 |
| PROPOSAL 6: APPROVAL TO ADJOURN THE ANNUAL MEETING | 40 |
| OTHER BUSINESS | 41 |
| SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS | 41 |
| Annex A – Fourth Amendment to the 2023 Long-Term Incentive Plan | A-1 |
| Annex B – 2023 Long-Term Incentive Plan | B-1 |
| FORM OF PROXY CARD | |
STREAMEX CORP.
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 30, 2025
Unless the context otherwise requires, references in this proxy statement (the “Proxy Statement”) to “we,” “us,” “our,” “the Company,” or “Streamex” refer to Streamex Corp., a Delaware corporation, and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our voting securities, which consist of our common stock, par value $0.001 per share (the “Common Stock”), our Series C Convertible Preferred Stock (the “Series C Preferred Stock”) and our Super Voting Preferred Stock (the “Super Voting Preferred Stock”) entitled to vote at the 2025 annual meeting of stockholders of the Company (the “Annual Meeting”).
The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of Streamex to be voted at the Annual Meeting to be held on December 30, 2025, at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders (the “Notice”) and at any adjournment(s) or postponement(s) of the Annual Meeting. This Proxy Statement and accompanying form of proxy are dated November 20, 2025, and are expected to be first sent or given to stockholders on or about November 20, 2025.
The executive offices of the Company are located at, and the mailing address of the Company is 2431 Aloma Avenue, Suite 243, Winter Park, Florida 32792.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 30, 2025:
As permitted by the “Notice and Access” rules of the U.S. Securities and Exchange Commission (the “SEC”), we are making this Proxy Statement, the proxy card and our 2024 Annual Report available to stockholders electronically via the Internet at the following website: www.proxyvote.com.
On or about November 20, 2025, we commenced mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) that contains instructions on how stockholders may access and review all of the proxy materials and how to vote. Also on or about November 20, 2025, we began mailing printed copies of the proxy materials to stockholders that previously requested printed copies. If you received a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. If you received a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.