Nixxy, Inc.
For the period ended Dec 23, 2025. Filed Nov 25, 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 23, 2025 · Filed Nov 25, 2025
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DEF 14A 1 nixxy_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.)
| Filed by Registrant | ☒ |
|---|---|
| Filed by Party other than 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 Materials Pursuant to §240.14a-12 | ||
Nixxy, Inc.
(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 the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
| $_____ per share as determined under Rule 0-11 under the Exchange Act. | |
|---|---|
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| (4) | Date Filed: |
Nixxy, Inc.
1178 Broadway, 3rd Floor
New York, NY 10001
(877) 708-8868
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the stockholders of Nixxy, Inc.:
We are pleased to invite you to attend our Annual Meeting of the Stockholders (the “Annual Meeting”) of Nixxy, Inc., a Nevada corporation (the “Company”), which will be held at 11:00 a.m. Eastern time on December 23, 2025, virtually at https://www.virtualshareholdermeeting.com/NIXXY2025 or the following purposes:
| 1. | To elect seven directors to our Board of Directors to serve until the next Annual Meeting of Stockholders or until their successors have been duly elected or appointed and qualified (“Director Appointments”); |
| 2. | To ratify the appointment of HTL International, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Appointment”); |
| 3. | To approve the Company’s 2025 Equity Incentive Plan (the “2025 Plan Approval”); |
| 4. | To approve the adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Annual Meeting, there are not sufficient votes to approve the Director Appointments, the Auditor Appointment and/or the 2025 Plan Approval (the “Adjournment”); and |
| 5. | To conduct any other business as may properly come before the meeting or any adjournment thereof. |
The Company’s board of directors (the “Board”) has fixed the close of business on November 5, 2025 as the date (the “Record Date”) for a determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
If You Plan to Attend
Please take notice that the annual meeting of shareholders (the “Annual Meeting”) of Nixxy, Inc. (the “Company”) will be held on December 23, 2025, at 11:00 a.m., Eastern Standard Time. This year’s Annual Meeting will be a completely “virtual meeting” of shareholders. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting https://www.virtualshareholdermeeting.com/NIXXY2025. There is no pre-registration required; however, we encourage shareholders to allow adequate time to log in. You will not be able to attend the Annual Meeting in person.
By the Order of the Board of Directors
/s/ Evan Sohn
Evan Sohn
Director
Dated: November 24, 2025
Whether or not you expect to attend in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!
Table of Contents
| Page | |
|---|---|
| Questions and Answers Regarding the Annual Meeting of Stockholders | 1 |
| Proposal 1. Approval of the Director Appointments | 6 |
| Proposal 2. Approval of the Auditor Appointment | 11 |
| Proposal 3: Approval of the 2025 Equity Incentive Plan | 12 |
| Proposal 4. Approval of the Adjournment | 15 |
| Executive and Director Compensation | 16 |
| Security Ownership of Certain Beneficial Owners and Management | 19 |
| Certain Relationships and Related Transactions | 20 |
| Stockholder Proposals to be Presented at the Next Annual Meeting | 20 |
| Stockholders Sharing the Same Last Name and Address | 21 |
| Where You Can Find More Information | 21 |
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Nixxy, Inc.
1178 Broadway, 3rd Floor
New York, NY 10001
(877) 708-8868
ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
This proxy statement (the “Proxy Statement”) is being sent to the holders of shares of voting stock of Nixxy, Inc., a Nevada corporation (the “Company”), in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Annual Meeting of Stockholders of the Company which will be held at 11:00 a.m. Eastern Time on December 23, 2025, virtually at https://www.virtualshareholdermeeting.com/NIXXY2025 (the “Annual Meeting”).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.