President Trump's Media Company Seeks to Reincorporate to Florida — 2nd Update

By Sabela Ojea

President Trump's media company is looking to reincorporate in Florida, the latest company proposing to move its legal residence from Delaware.

Trump Media & Technology Group, the company behind Truth Social, on Friday said its board has approved a proposal to reincorporate the business to the Sunshine State and is asking shareholders to approve the measure.

In the company's annual proxy filing, the company said that Florida represents the company's principal place of business, and its corporate identity "is intertwined with and inextricably tied" to its corporate headquarters in the state.

"Florida is our home state, we are committed to Florida, and our controlling stockholder is at home in Florida," the company said, referring to Trump, who holds a nearly 53% stake in the company.

Trump has spent much of his life in New York City but has gravitated more toward Florida in recent years. In 2019, he filed paperwork to change his primary residence to his Mar-a-Lago resort.

Trump Media said in the filing that it doesn't operate in Delaware or have employees in that state. It added that the move would result in "less unmeritorious" litigation against its controlling shareholder, its directors and officers, and the company overall.

The potential reincorporation won't lead to changes in the company's business, properties, assets, obligations or management, the company added. The annual meeting is scheduled for April 30 and would be held virtually, according to the filing.

While a majority of Fortune 500 companies incorporate in Delaware, several corporations have explored moving their legal homes elsewhere, often following shareholder driven-litigation. Meta Platforms is discussing a move from Delaware and has held talks with Texas officials about a possible change, The Wall Street Journal reported last month.

Elon Musk has also reincorporated several of his companies outside of Delaware, including Tesla and SpaceX.

Executives and controlling shareholders of public companies have long expressed frustration with the Delaware Court of Chancery, which has become home to a thriving shareholder plaintiffs' bar. The big companies that have reincorporated elsewhere have tended to have a dominant owner potentially affected by recent Delaware decisions.

The proxy filing also laid out compensation for Trump Media's top executives. Chief Executive Devin Nunes received total compensation of $46.9 million last year, represented mostly by $44.1 million in stock awards. He received a base salary of $1 million and a $600,000 bonus.

Chief Financial Officer Phillip Juhan received total compensation valued at $14.2 million, while Chief Technology Officer Vladimir Novachki received about $20 million.

Trump Media's proxy filing also proposed boosting its equity-compensation program to retain what it called top talent by adding around 11 million shares to its equity-incentive plan. Not approving the plan, the company said, would put it at a competitive disadvantage.

The company's proposals come a week after it logged $3.6 million in net sales for 2024, down from $4.1 million in 2023, due to a change in a deal with an advertising partner and new advertising initiatives on Truth Social.

Overall in 2024, the company focused its efforts toward improving Truth Social and launching its Truth+ video-streaming platform.

Nunes said the company is in a strong position to continue looking into opportunities to partner, merge with and acquire other entities if it evolves into a holding company. Trump Media ended 2024 with about $776.8 million in cash and around $9.6 million in debt.

Write to Sabela Ojea at sabela.ojea@wsj.com