Kartoon Studios, Inc.
For the period ended May 14, 2025. Filed Apr 3, 2025.
View on SEC.govAbout this filing
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.
May 14, 2025 · Filed Apr 3, 2025
Use the contents to explore the available documents and sections.
Contents
Proxy Statement
This proxy statement, along with the accompanying Notice of 2025 Annual Meeting of Stockholders, contains information about the 2025 Annual Meeting of Stockholders of Kartoon Studios, Inc. (the “Annual Meeting”), including any adjournments or postponements of the Annual Meeting. We are holding the Annual Meeting at 10:00 a.m. Pacific Time, on Wednesday, May 14, 2025, by means of remote communication via a live webcast accessible atwww.virtualshareholdermeeting.com/TOON2025.
In this proxy statement, we refer to Kartoon Studios, Inc. as the “Company,” “we”, and “us.”
This proxy statement relates to the solicitation of proxies by our board of directors (the “Board”) for use at the Annual Meeting.
Voting Matters and the Board’s Recommendation
| Agenda Item | Board Vote Recommendation | Page Reference |
|---|---|---|
| Election of seven (7) directors named in the Proxy Statement to hold office until the next annual meeting of stockholders, or until their respective successors are elected and qualified or until their earlier resignation or removal (“Proposal 1,” or the “Election of Directors”) | FOR each Director Nominee | 9 |
| Ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 2,” or the “Auditor Ratification Proposal”) | FOR | 32 |
| Approval of a proposed amendment to our 2020 Incentive Plan (the “2020 Plan”) to increase the aggregate number of shares of our common stock, par value $0.001 per share (the “Common Stock”), available for awards under the 2020 Plan by 5,000,000 shares (“Proposal 3,” or the “Incentive Plan Increase Proposal”) | FOR | 36 |
| Approval of the issuance of up to an aggregate of 17,447,366 shares of Common Stock upon the exercise of certain warrants issued in connection with the offering that closed on December 18, 2024 (“Proposal 4,” or the “Warrant Exercise Proposal”) | FOR | 44 |
| Approval of the adjournment of the Annual Meeting to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the Incentive Plan Increase Proposal (Proposal 3) and the Warrant Exercise Proposal (Proposal 4) (“Proposal 5,” or the “Adjournment Proposal”) | FOR | 46 |
On or about April 3, 2025, we started mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access our proxy statement for the Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), which includes our financial statements for the fiscal year ended December 31, 2024.
**IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF PROXY MATERIALS FOR THE
2025 ANNUAL MEETING TO BE HELD ON WEDNESDAY, MAY 14, 2025
This proxy statement, the Notice of 2025 Annual Meeting of Stockholders, our form of proxy card and our 2024 Annual Report to stockholders are available for viewing, printing and downloading atwww.proxyvote.com. To view these materials please have available your 16-digit control number(s) that appears on your Notice of Internet Availability, proxy card or voting instruction form. On this website you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.
Additionally, you can find a copy of our 2024 Annual Report, which includes our financial statements for the fiscal year ended December 31, 2024, on the website of the Securities and Exchange Commission, or the SEC, atwww.sec.gov, or in the “SEC Filings” section of the “Investors” section of our website atwww.kartoonstudios.com. You may also obtain a printed copy of our 2024 Annual Report, including our financial statements, free of charge, from us by sending a written request to:
**KARTOON STUDIOS, INC.
190 N. Canon Drive, 4th Floor
Beverly Hills, California 90210
Exhibits will be provided upon written request and payment of an appropriate processing fee.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.