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, including director elections, auditor ratification, executive compensation, equity plan approval, preferred stock conversion, charter amendment, and potential adjournment.

• Board recommends voting FOR all proposals and director nominees.

Voting matters and shareholder proposals

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

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

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of 2024 Omnibus Equity Incentive Plan, reserving 10,000,000 shares.

• Approval for potential issuance of shares upon conversion of Series F Preferred Stock, in compliance with Nasdaq rules.

• Amendment to Articles to increase authorized common stock to 400,000,000 and preferred stock to 10,000,000.

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

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

Board of directors and corporate governance

• Board currently consists of seven members, 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; annual board and committee self-evaluations conducted.

• Corporate Governance Guidelines address independence, diversity, conflicts of interest, and board refreshment.