Applied Digital (APLD) Proxy Filing summary

Executive summary

• Achieved major milestones in AI infrastructure, including $11B in 15-year leases with CoreWeave and expansion of AI-optimized data centers in North Dakota, with further growth and diversification planned over the next several years.

• Targeting $1B in Net Operating Income within five years, supported by a robust multi-gigawatt pipeline, strong industry partnerships, and accelerated build timelines.

• Committed to sustainability, with innovative waterless cooling systems and partnerships to drive economic opportunities in underserved communities.

Voting matters and shareholder proposals

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

• Ratification of CBIZ CPAs P.C. as independent auditor for fiscal year ending May 31, 2026.

• Advisory approval of executive compensation (say-on-pay).

• Amendment to the 2024 Equity Compensation Plan to increase authorized shares by 15,000,000.

• Amendment to Articles of Incorporation to increase authorized common stock by 200,000,000 shares.

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

Board of directors and corporate governance

• Board consists of six members, five of whom are independent; two are female, one a minority.

• Lead Independent Director role established to enhance governance; annual board and committee self-evaluations conducted.

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

• Directors are subject to a code of business conduct, anti-hedging, and insider trading policies.