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
Proxy Statement
This proxy statement, along with the accompanying Notice of 2026 Annual Meeting of Stockholders, contains information about the 2026 Annual Meeting of Stockholders of Kartoon Studios, Inc. (the “2026 Annual Meeting”), including any adjournments or postponements of the 2026 Annual Meeting. We are holding the 2026 Annual Meeting at 10:00 a.m. Pacific Time, on Wednesday, October 21, 2026, by means of remote communication via a live webcast accessible atwww.virtualshareholdermeeting.com/TOON2026.
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 2026 Annual Meeting.
Voting Matters and the Board’s Recommendation
| Agenda Item | Board Vote Recommendation | Page Reference |
|---|---|---|
| Election of six (6) directors divided into two classes named in the Proxy Statement to serve as Class I or Class II directors, as applicable, with staggered terms pursuant to the Company’s bylaws, as amended (the “Amended Bylaws”) (“Proposal 1,” or the “Election of Directors”) | FOR each Director Nominee in each Class | 10 |
| Ratification of the appointment of WithumSmith+Brown, PC as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal 2,” or the “Auditor Ratification Proposal”) | FOR | 39 |
| Approval of a proposed amendment to our Kartoon Studios, Inc. 2020 Incentive Plan, as amended (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 4,000,000 shares (“Proposal 3,” or the “Incentive Plan Increase Proposal”) | FOR | 42 |
| Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement (“Proposal 4” or the “Say-on-Pay Proposal”); and | FOR | 51 |
| 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” or the “Adjournment Proposal”). | FOR | 52 |
On or about September 4, 2026, we will start 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 2026 Annual Meeting and our 2025 Annual Report to Stockholders (the “2025 Annual Report”), which includes our financial statements for the fiscal year ended December 31, 2025. If you previously requested electronic or paper delivery of the proxy materials, you will be sent the proxy statement, the accompanying proxy card, and the 2025 Annual Report on or about September 4, 2026.
**IMPORTANT NOTICE REGARDING
THE AVAILABILITY OF PROXY MATERIALS FOR THE
2026 ANNUAL MEETING TO BE HELD ON WEDNESDAY, OCTOBER 21, 2026
This proxy statement, the Notice of 2026 Annual Meeting of Stockholders, our form of proxy card and our 2025 Annual Report are availableforviewing, 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 2025 Annual Report, which includes our financial statements for the fiscal year ended December 31, 2025, 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 2025 Annual Report, including our financial statements, free of charge, from us by sending a written request to:
**KARTOON STUDIOS, INC.
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.