Allied Gaming & Entertainment (AGAE) Proxy Filing summary

Executive summary

• Combined 2024 and 2025 annual meeting will be held virtually, with six key proposals up for vote, including director elections, executive compensation, and auditor ratifications.

• A significant proxy contest is underway, with Knighted Pastures, LLC (holding ~31.5% of shares) nominating alternative directors and seeking the removal of a current director, leading to ongoing litigation.

• The Board strongly opposes Knighted's nominees and proposals, urging shareholders to vote only on the WHITE proxy card for Board-recommended candidates and proposals.

• The company has taken legal action to challenge the validity of Knighted's nominations and removal proposal, with the outcome potentially affecting the proxy process and ballot composition.

Voting matters and shareholder proposals

• Proposals include electing three Class B and three Class C directors, a non-binding say-on-pay vote, a vote on the frequency of future say-on-pay votes, and ratification of ZH CPA, LLC as auditor for 2024 and 2025.

• Knighted's alternative nominees and director removal proposal are not included on the Board's proxy card due to ongoing litigation; shareholders wishing to vote for these must use Knighted's proxy card.

• The Board recommends voting FOR its nominees and proposals, and WITHHOLD on Knighted's nominees.

Board of directors and corporate governance

• The Board is classified into three staggered classes (A, B, C), with seven current directors.

• Nominees for Class B and C directors have diverse backgrounds in finance, technology, and management.

• Six directors are considered independent under Nasdaq rules.

• The Board has Audit, Compensation, and Nominating & Corporate Governance Committees, all with independent members and formal charters.

• The Board emphasizes risk oversight, ethical conduct, and shareholder communication channels.