Allied Gaming & Entertainment (AGAE) Proxy Filing summary

Executive summary

• A special meeting is scheduled for January 30, 2026, to address a single advisory vote regarding the Board's preliminary determination that the Knighted Group became an "Acquiring Person" under the Rights Agreement, triggering its provisions, and that this triggering was not inadvertent.

• The Board adopted the Rights Agreement in February 2024 and amended it in May 2025 to protect shareholders from hostile takeovers and ensure fair treatment.

• The Board is seeking stockholder input before making any final determination regarding the Rights Agreement and has made no voting recommendation.

• The meeting will be held virtually, and only shareholders of record as of December 31, 2025, may vote.

Voting matters and shareholder proposals

• The sole matter for vote is the non-binding advisory ratification of the Board's determination that the Knighted Group triggered the Rights Agreement and that the triggering was not inadvertent.

• The Board is not making a recommendation on the proposal and will consider shareholder views in its final decision.

• The Rights Plan Proposal is considered non-routine under NYSE rules, so brokers cannot vote uninstructed shares.

• A majority of shares represented and entitled to vote is required for approval; abstentions count as votes against.

Board of directors and corporate governance

• The Board adopted the Rights Agreement to prevent control by self-interested groups and ensure all shareholders are treated fairly.

• The Board's authority under the Rights Agreement is not subject to "dead-hand" or similar provisions, preserving its fiduciary duties.

• Stockholders can submit director nominations and proposals for the 2026 annual meeting by following specific notice procedures and deadlines.