BTCS Inc.
For the period ended Mar 28, 2025. Filed Mar 28, 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.
Mar 28, 2025 · Filed Mar 28, 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 (Amendment No. ___)
| Filed by Registrant | ☒ |
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| Filed by Party other than Registrant | ☐ |
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| ☐ | 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 Materials Pursuant to §240.14a-12 | ||
BTCS INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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BTCS Inc.
9466 Georgia Avenue, No. 124
Silver Spring, Maryland 20910
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 21, 2025
To The Stockholders of BTCS Inc.:
We are pleased to invite you to attend our 2025 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held virtually at 10:00 a.m. Eastern Time on May 21, 2025. The Annual Meeting is being held to:
| 1. | elect five members to BTCS’ Board of Directors. |
| 2. | ratify the appointment of RBSM LLP, our independent registered public accounting firm, for fiscal year 2025. |
| 3. | approve, on an advisory basis, the compensation of our named executive officers. |
| 4. | transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
Our Board of Directors has fixed the close of business on March 28, 2025, as the record date (the “Record Date”) for a determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
In accordance with rules of the SEC, instead of mailing printed copies of our proxy materials to each stockholder of record, we are furnishing the proxy materials for the Annual Meeting by providing access to these documents on the Internet. A notice of Internet availability of proxy materials (the “Notice”) is being mailed to our stockholders on or about March 29, 2025. The Notice contains instructions for accessing and reviewing our proxy materials and submitting a proxy over the Internet. Our proxy materials were made available at www.BTCS.vote on March 29, 2025, the same date we began the Notice. The Notice also contains instructions on how to request our proxy materials in printed form or by e-mail, at no charge. To participate in the Annual Meeting, you will need the 12-digit control number included on your Notice, proxy card, or voting instruction form. We encourage stockholders to access our proxy materials electronically to reduce our impact on the environment.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
to Be Held on May 21, 2025:
The Notice, Proxy Statement and 2024 Annual Report on Form 10-K are available at www.BTCS.vote
This year, our Annual Meeting will be accessible via a live audio conference call. You can attend our Annual Meeting by calling 877-407-3088 (Toll Free) or +1-877-407-3088 (International). To be admitted to the Annual Meeting, you must enter the control number found on your proxy card, voting instruction form or Notice you previously received. We believe that a virtual meeting allows us to make participation accessible for stockholders from any geographic location. If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 877-804-2062 (Toll Free) or email proxy@equitystock.com.
We appreciate your continued confidence in our Company and look forward to your joining us virtually on May 21, 2025.
By order of the Board of Directors:
/s/ Charles Allen
Charles Allen
Chief Executive Officer
Dated: March 28, 2025
TABLE OF CONTENTS
| Page no | |
|---|---|
| Questions and Answers Regarding the Annual Meeting | 1 |
| Proposal 1. Election of Directors | 5 |
| Executive Officers | 7 |
| Corporate Governance | 7 |
| Proposal 2. Ratification of the Appointment of our Independent Registered Public Accounting Firm for Fiscal Year 2025 | 11 |
| Proposal 3. Advisory Vote on Executive Compensation | 13 |
| Proposal 4. Adjournment | 13 |
| Executive Compensation | 14 |
| Security Ownership of Certain Beneficial Owners and Management | 20 |
| Director Compensation | 21 |
| Other Matters | 23 |
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BTCS Inc.
9466 Georgia Avenue, No. 124
Silver Spring, Maryland 20910
(202) 430-6576
2025 Annual Meeting Of Stockholders
Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.