Big Digital Energy (BGDE) Proxy filing summary

Executive summary

• Annual meeting set for Nov. 13, 2026; agenda includes seven director elections and five additional proposals, with the Board recommending FOR all six proposals.

• Following a complete Board turnover and April 2026 rebrand, strategic focus is power-backed digital infrastructure for AI, HPC, digital assets and other energy-intensive computing.

Voting matters and shareholder proposals

• Proposal 1 elects seven directors through the 2027 annual meeting; directors are elected by plurality, and the Board unanimously recommends FOR each nominee.

• Proposal 2 seeks approval for Series D conversions and warrant exercises exceeding Nasdaq’s 19.99% exchange cap; approval could permit dilution and increased public-market share supply.

• Proposal 3 adds 1,000,000 shares to the 2024 equity plan reserve; the Board expects the added reserve to support anticipated needs for two to three years.

• Proposal 4 raises authorized common shares from 90 million to 600 million and preferred shares from 1 million to 2 million; future issuance may dilute ownership and voting power.

• Proposals 5 and 6 seek auditor ratification for FY2026 and authority to adjourn to solicit votes; the Board recommends FOR both.

Board of directors and corporate governance

• Cooperation Agreement followed an activist campaign: five directors joined April 6, 2026, three prior directors resigned, and two further appointees brought the Board to seven.

• The Board separates Executive Chair and CEO roles; four directors are identified as independent, with independent directors meeting in executive session as needed.

• Standing Audit, Compensation, and Nominating and Corporate Governance committees oversee financial reporting, compensation, director nominations and governance; committee members were determined independent under applicable rules.

• The Stockholder Rights Agreement ended June 8, 2026, after the Board concluded it was no longer needed for stockholder value or long-term governance objectives.