Big Digital Energy (BGDE) Proxy filing summary

Executive summary

• Strategic shift following a full Board turnover and April 2026 rebrand: build power-backed infrastructure for AI, high-performance computing, digital assets and other energy-intensive computing; expand enterprise capacity while emphasizing disciplined capital and long-term returns.

• Annual meeting scheduled for November 13, 2026, online; shareholders of record on September 14, 2026 may vote on six proposals.

Voting matters and shareholder proposals

• Board unanimously recommends FOR all six proposals: elect seven directors; approve potential Series D and warrant share issuance; add 1,000,000 plan shares; increase authorized shares; ratify Wolf & Company; and permit adjournment if needed.

• Proposal 2 seeks approval to exceed the 19.99% exchange cap on Series D conversion and warrant shares; approval could dilute ownership, while non-approval would retain issuance limits and Series D dividend and other obligations.

• Proposal 3 would add 1,000,000 shares to the 2024 Plan; 425,827 shares remained available as of September 14, 2026, and the proposed reserve is expected to cover two to three years, subject to business conditions and other trends.

• Proposal 4 would increase authorized common shares from 90,000,000 to 600,000,000 and preferred shares from 1,000,000 to 2,000,000; future issuances could support financing, incentives or acquisitions but dilute voting and ownership interests.

• Proposals 2–6 require a majority of votes cast; director nominees are elected by plurality. Proposal 5 is advisory; Proposal 6 would allow adjournment to seek additional proxies.

Board of directors and corporate governance

• Seven nominees stand for terms through the 2027 annual meeting: Joshua A. Kilgore, Phillip Stanley, Cody R. Smith, K. Rodger Davis, Kyle B. Danges, Lisa R. Hough and Daniel J. Morrison.

• Four nominees—Danges, Davis, Hough and Morrison—are independent; leadership separates Executive Chair and CEO roles. Davis was identified as an audit committee financial expert.

• An April 2026 Cooperation Agreement followed a control dispute and Board replacement; litigation and non-disparagement provisions between the parties remain in place through April 4, 2029.

• The Board ended the Stockholder Rights Agreement effective June 8, 2026, determining it was no longer needed to protect stockholder value or support long-term governance objectives.