Allied Gaming & Entertainment (AGAE) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 30, 2024, to be held virtually, with four main proposals: election of three Class B directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of the external auditor for 2024.

• Knighted Pastures LLC, a 27.2% shareholder, is running a proxy contest, nominating three directors and proposing several bylaw amendments and director removals, which the Board opposes.

• The Board urges shareholders to vote using the WHITE proxy card for its nominees and proposals, and not to sign or return any proxy card from Knighted.

• The Board has made efforts to resolve the proxy contest, including settlement proposals, but Knighted seeks majority board control.

Voting matters and shareholder proposals

• Proposals include: electing three Class B directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of ZH CPA, LLC as auditor.

• Knighted's proposals include bylaw repeals/amendments and director removals, which are not on the WHITE proxy card and are not supported by the Board.

• The Board recommends voting FOR its nominees and proposals, and 3 YEARS for the frequency of say-on-pay.

Board of directors and corporate governance

• The Board is classified into three classes with staggered three-year terms; Class B directors are up for election.

• Seven of eight current directors are independent per Nasdaq standards.

• The Board has Audit, Compensation, and Nominating & Governance Committees, all composed of independent directors.

• Board diversity and communication policies are disclosed, with a self-reported diversity matrix.