Applied Digital (APLD) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 20, 2024, to be held virtually, with record date set as September 27, 2024.

• Seven key proposals will be presented for shareholder vote, including director elections, auditor ratification, executive compensation, equity plan, preferred stock conversion, charter amendment, and potential adjournment.

• Board recommends voting FOR all proposals and director nominees.

Voting matters and shareholder proposals

• Proposal 1: Election of six directors to serve until the next annual meeting.

• Proposal 2: Ratification of Marcum LLP as independent auditor for fiscal year ending May 31, 2025.

• Proposal 3: Advisory approval of executive compensation (Say-on-Pay).

• Proposal 4: Approval of 2024 Equity Compensation Plan, reserving 10,000,000 shares.

• Proposal 5: Approval for potential issuance of common stock upon conversion of Series F Preferred Stock, in compliance with Nasdaq rules.

• Proposal 6: Amendment to increase authorized common and preferred shares.

• Proposal 7: Approval to adjourn the meeting if necessary to solicit additional votes.

• Shareholder proposals for the 2025 meeting must be received by June 23, 2025, for inclusion.

Board of directors and corporate governance

• Board consists of seven members, with six nominated for re-election; five are independent.

• Board diversity includes two female directors, one of whom is a minority.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Lead Independent Director role established to enhance governance; currently held by Douglas Miller.

• Annual board and committee self-evaluations and refreshment processes in place.