Kartoon Studios, Inc.
For the period ended Oct 21, 2026. Filed Sep 4, 2026.
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.
Oct 21, 2026 · Filed Sep 4, 2026
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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 |
Kartoon Studios, Inc.
(Exact 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. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
**Kartoon Studios, Inc.
Beverly Hills, California 90210
September 4, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Kartoon Studios, Inc., a Nevada corporation (the “Company”), to be held at 10:00 a.m., Pacific Time, on Wednesday, October 21, 2026. The 2026 Annual Meeting will be a virtual meeting of stockholders, which will be conducted solely by means of remote communication via a live webcast. For purposes of attendance at the 2026 Annual Meeting, all references in the accompanying proxy statement (the “Proxy Statement”) to “present in person” or “in person” shall mean virtually present at the 2026 Annual Meeting.
Details regarding the 2026 Annual Meeting, the business to be conducted at the 2026 Annual Meeting, and information about the Company that you should consider when you vote your shares are described in the Proxy Statement.
At the 2026 Annual Meeting, we will ask stockholders to approve the following matters:
| 1. | Election of six (6) directors named in the Proxy Statement divided into 2 classes to serve as Class I or Class II directors, as applicable, with staggered terms pursuant to the Company’s bylaws, as amended, as further described herein (Proposal 1); |
| 2. | Ratification of the appointment of WithumSmith+Brown, PC as our independent auditors for the fiscal year ending December 31, 2026 (Proposal 2); |
| 3. | Approval of a proposed amendment to the Kartoon Studios, Inc. 2020 Incentive Plan, as amended (the “2020 Plan”) to increase the aggregate number of shares of Common Stock available for awards under the 2020 Plan by 4,000,000 shares (Proposal 3); |
| 4. | Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement (Proposal 4); |
| 5. | Approval of an adjournment of the 2026 Annual Meeting to solicit additional proxies if there are insufficient votes at the time of the 2026 Annual Meeting to approve Proposal 3 (Proposal 5); and |
| 6. | Such other business as may properly come before the 2026 Annual Meeting or any adjournments or postponements of the 2026 Annual Meeting. |
The board of directors recommends that you vote FOR each of the six (6) director nominees named in the accompanying proxy statement in their respective classes and FOR the approval of each of the Proposals 2, 3, 4 and 5.
i
Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. The Notice of Internet Availability of Proxy Materials will be mailed to our stockholders on or about September 4, 2026. If you previously requested electronic or paper delivery of the proxy materials, you will be sent the proxy statement, the accompanying proxy card and our 2025 Annual Report to Stockholders on or about September 4, 2026. The Notice of Internet Availability also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.
We hope you will be able to attend the 2026 Annual Meeting. Whether you plan to attend the 2026 Annual Meeting or not, it is important that you cast your vote either during the 2026 Annual Meeting or by proxy before the 2026 Annual Meeting. You may vote over the Internet or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in the Notice of Internet Availability and the accompanying proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.
Thank you for your continued support of the Company. We look forward to seeing you at the 2026 Annual Meeting.
Sincerely,
/s/ Andy Heyward
Andy Heyward
Chairman and Chief Executive Officer
ii
**NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 21, 2026
| TIME: | 10:00 a.m., Pacific Time |
|---|---|
| DATE: | Wednesday, October 21, 2026 |
| PLACE: | www.virtualshareholdermeeting.com/TOON2026 |
| PURPOSES: | |
| 1. | To elect six (6) directors named in the Proxy Statement divided into two classes to serve as Class I or Class II directors, as applicable, with staggered terms pursuant to the Company’s bylaws, as amended, as further described herein (Proposal 1); |
| 2. | To ratify the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2); |
| 3. | To approve a proposed amendment to the Kartoon Studios, Inc. 2020 Plan, as amended (the “2020 Plan”) to increase the aggregate number of shares of Common Stock available for awards under the 2020 Plan by 4,000,000 shares (Proposal 3); |
| 4. | To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement (Proposal 4); |
| 5. | Approval of an adjournment of the 2026 Annual Meeting to solicit additional proxies if there are insufficient votes at the time of the 2026 Annual Meeting to approve Proposal 3 (Proposal 5); and |
| 6 | To transact such other business that is properly presented at the 2026 Annual Meeting and any adjournments or postponements thereof. |
iii
Who May Vote
You may vote if you were the owner of shares of Common Stock at 5:00 p.m. Pacific Time on August 31, 2026 (the “Record Date”). A list of stockholders of record will be available during the 2026 Annual Meeting and the 10 days prior to the 2026 Annual Meeting at our principal executive offices located at 190 N. Canon Drive, 4th Floor, Beverly Hills, California 90210.
All stockholders are cordially invited to attend the 2026 Annual Meeting. You can attend the 2026 Annual Meeting online and vote your shares during the online meeting. To be admitted to the 2026 Annual Meeting’s live webcast, you must register to attend the virtual meeting by 11:59 p.m., Eastern Time, on Tuesday, October 20, 2026, by visitingwww.proxyvote.com, entering your 16-digit control number as shown in the Notice of Internet Availability), your proxy card, or the voting instruction form, and selecting “Attend a Meeting.” You will receive a confirmation email with information on how to attend the 2026 Annual Meeting. On the day of the meeting, you will be able to participate in the 2026 Annual Meeting by visitingwww.virtualshareholdermeeting.com/TOON2026 and entering the same 16 digit control number you used to register and as shown in your confirmation email. Electronic entry to the 2026 Annual Meeting will begin at 9:45 a.m., Pacific Time, on the day of the meeting. If you encounter any difficulties accessing the virtual meeting, please call the technical support number that will be posted on the virtual meeting page. For purposes of attendance at the 2026 Annual Meeting, all references in the Proxy Statement to “present in person” or “in person” shall mean virtually present at the 2026 Annual Meeting.
Whether you plan to attend the 2026 Annual Meeting or not, we urge you to vote by following the instructions in the Notice of Internet Availability that you previously received and submit your proxy by the Internet or mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the 2026 Annual Meeting.
By Order of the Board of Directors:
/s/ Michael Jaffa
Michael Jaffa
Corporate Secretary
**Important Notice Regarding the Availability of Proxy Materials
for the 2026 Annual Meeting:
The Proxy Statement is available atwww.proxyvote.com. To view these materials please have your 16-digit control number(s) available 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.
iv
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Statement | 1 |
| Important Information About the 2026 Annual Meeting and Voting | 3 |
| Proposal 1 — Election Of Directors | 10 |
| Management and Corporate Governance | 14 |
| Executive Officer and Director Compensation | 19 |
| Proposal 2 — Approval of the Auditor Ratification Proposal | 39 |
| Report of Audit Committee | 41 |
| Proposal 3 — Approval of the Incentive Plan Increase Proposal | 42 |
| Proposal 4 — Advisory Vote on Approval of Executive Compensation | 51 |
| Proposal 5 — Approval of the Adjournment Proposal | 52 |
| Security Ownership of Certain Beneficial Owners and Management | 53 |
| Certain Relationships and Related Person Transactions | 55 |
| Code Of Conduct and Ethics | 56 |
| Other Matters | 56 |
| Stockholder Proposals For the 2027 Annual Meeting | 57 |
| Appendix A | A-1 |
v
**Kartoon Studios, Inc.
Beverly Hills, CA 90210
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.