Allied Gaming & Entertainment (AGAE) Proxy filing summary

Executive summary

• A special meeting is scheduled for June 1, 2026, to vote on a reverse stock split proposal, with the meeting held virtually to maximize participation and reduce costs.

• The proxy statement was revised to correct the number of outstanding shares and quorum requirements, and to update the proxy card mailing address.

• Only stockholders of record as of May 14, 2026, are eligible to vote, with 38,265,046 shares outstanding on that date.

• The Board recommends voting in favor of the reverse stock split proposal.

• Voting can be done online, by phone, by mail, or during the virtual meeting.

Voting matters and shareholder proposals

• The sole proposal is to approve an amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio between 1-for-2 and 1-for-25, at the Board's discretion.

• Approval requires a majority of votes cast at the meeting; abstentions and broker non-votes do not affect the outcome.

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

Board of directors and corporate governance

• The Board has sole discretion to determine whether and when to implement the reverse stock split and at what ratio within the approved range.

• Directors and executive officers have no substantial interests in the reverse stock split beyond their share ownership, which will be adjusted proportionally.

• The reverse stock split could have anti-takeover effects by increasing authorized but unissued shares, though this is not the Board's intent.