Kartoon Studios, Inc.
For the period ended Oct 21, 2026. Filed Sep 4, 2026.
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Oct 21, 2026 · Filed Sep 4, 2026
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Contents
Appendix A
AMENDMENT NO. 4 TO THE
KARTOON STUDIOS, INC.
2020 INCENTIVE PLAN
WHEREAS, the Board of Directors (the “Board”) of Kartoon Studios, Inc. (the “Company”) heretofore established the Kartoon Studios, Inc. 2020 Incentive Plan, as amended and restated effective May 23, 2024, as amended by Amendment No. 1 thereto effective December 12, 2024, Amendment No. 2 thereto effective May 14, 2025 and Amendment No. 3 effective March 30, 2026 (the “Plan”);
WHEREAS, the Board desires to amend the Plan to increase the maximum number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) available for grants of Awards (as such term is defined in the Plan) thereunder by an additional 4,000,000 shares of Common Stock;
WHEREAS, pursuant to Section 12.7(a) of the Plan, the Board has the right to amend the Plan with respect to certain matters;
WHEREAS, the Board has approved and authorized this Amendment No. 4 to the Plan (the “Amendment No. 4”) and has recommended that the stockholders of the Company approve this Amendment No. 4.
NOW, THEREFORE, BE IT:
RESOLVED, that the Plan is hereby amended, subject to and effective as of the date of stockholder approval hereof, in the following particulars:
- Subject to approval of the Company’s stockholders, Section 4.1(a) of the Plan is hereby amended by increasing the share references in such section by an additional 4,000,000 shares of Common Stock, such that Section 4.1(a), as amended and restated, reads in its entirety as follows:
“Subject to the provisions of this Article 4, the maximum number of shares of Common Stock with respect to which Awards may be granted during the term of the Plan shall be the sum of (i) 17,000,000 Shares and (ii) the shares of Common Stock remaining available for issuance under the Company’s 2015 Incentive Plan, subject to adjustment in accordance with Section 4.1(c) hereof. 17,000,000 Shares shall be available for the grant of Incentive Stock Options and other awards hereunder.”
- Except as specifically set forth herein, the terms of the Plan shall be and remain unchanged, and the Plan as amended shall remain in full force and effect.
[Signature page follows.]
IN WITNESS WHEREOF, the Company has caused this Amendment No. 4 to be signed this [ ] day of October, 2026.
| Kartoon Studios, Inc. | |
| By: | |
| Name: | Andy Heyward |
| Title: | Chief Executive Officer |
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. T03590 - P57060 For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! For Withhold For All To withhold authority to vote for any individual All All Except nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. ! ! ! Please sign exactly as your name(s) appear(s) hereon . When signing as attorney, executor, administrator, or other fiduciary, please give full title as such . Joint owners should each sign personally . All holders must sign . If a corporation or partnership, please sign in full corporate or partnership name by authorized officer . 1 . The election of six ( 6 ) directors named in the accompanying proxy statement to serve as Class I or Class II directors with staggered terms pursuant to the Company’s bylaws, as amended, with initial terms expiring at the 2027 and 2028 annual meetings of stockholders, respectively : Nominees: KARTOON STUDIOS, INC. The Board of Directors recommends you vote FOR the following: 2. Ratification of the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. 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, par value $0.001 per share (the “Common Stock”), available for awards under the 2020 Plan by 4,000,000 shares. 4. Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in the accompanying proxy statement. 5. Approval of a proposal to adjourn the Annual Meeting to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposal 3. NOTE: To transact such other business that is properly presented at the annual meeting and any adjournments or postponements thereof The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5. 1) Joseph “Gray” Davis - Class I 2) David Neuman - Class I 3) Dr. Cynthia Turner - Graham - Class I 4) Andy Heyward - Class II 5) Anthony Thomopoulos - Class II 6) Jeffrey Schlesinger - Class II KARTOON STUDIOS, INC. 190 N CANNON DR., FLOOR 4 BEVERLY HILLS, CA 90210 VOTE BY INTERNET Before The Meeting - Go to www . proxyvote . com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11 : 59 p . m . Eastern Time the day before the cut - off date or meeting date . Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form . During The Meeting - Go to www . virtualshareholdermeeting . com/TOON 2026 You may attend the meeting via the Internet and vote during the meeting . Have the information that is printed in the box marked by the arrow available and follow the instructions . VOTE BY PHONE - 1 - 800 - 690 - 6903 Use any touch - tone telephone to transmit your voting instructions up until 11 : 59 p . m . Eastern Time the day before the cut - off date or meeting date . Have your proxy card in hand when you call and then follow the instructions . VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage - paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 . SCAN TO VIEW MATERIALS & VOTE
T03591 - P57060 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report on Form - 10K for the year ended December 31, 2025 are available at www.proxyvote.com. KARTOON STUDIOS, INC. Annual Meeting of Stockholders October 21, 2026 10:00 AM PT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Andy Heyward as proxy, with the power to appoint his substitute, and hereby authorizes him to represent and to vote, as designated on the reverse side of this proxy, all of the shares of common stock of Kartoon Studios, Inc . (the “Company”) that the stockholder(s) is/are entitled to vote at the annual meeting of stockholders (the “Annual Meeting”) to be held at 10 : 00 AM, PT on October 21 , 2026 , virtually at www . virtualshareholdermeeting . com/TOON 2026 and any adjournment or postponement thereof . THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S) . IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE OF THIS PROXY TO THE BOARD OF DIRECTORS, AND FOR PROPOSALS 2 , 3 , 4 , AND 5 . The votes entitled to be cast by the proxy will be cast in the discretion of the proxy on any other matter that may properly come before the Annual Meeting or any continuation(s), adjournment(s), or postponement(s) thereof . Continued and to be signed on reverse side
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