Big Digital Energy (BGDE) Proxy filing summary

Executive summary

• The company underwent a full board turnover and rebranding, focusing on scalable, power-backed infrastructure for AI, high-performance computing, and digital assets.

• Strategic objectives include expanding infrastructure, serving enterprise customers, and disciplined capital management for long-term shareholder value.

• The annual meeting will be held virtually on November 13, 2026, with stockholders of record as of September 14, 2026, eligible to vote.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2027 annual meeting.

• Approval of potential issuance of common stock upon conversion of Series D Convertible Preferred Stock and exercise of a warrant, potentially exceeding 20% of pre-issuance shares.

• Amendment and restatement of the 2024 Omnibus Equity Incentive Plan to increase authorized shares by 1,000,000.

• Amendment to the certificate of incorporation to increase authorized common shares from 90M to 200M and preferred shares from 1M to 2M.

• Ratification of Wolf & Company, P.C. as independent auditor for fiscal 2026.

• Authorization to adjourn the meeting if necessary to solicit additional proxies.

Board of directors and corporate governance

• Board reconstituted in April 2026 following a cooperation agreement with the Endeavor Group, resulting in new independent and affiliated directors.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Strategic Transactions, all with independent members.

• Board leadership separates Executive Chair and CEO roles, with independent directors meeting in executive sessions.

• Board diversity and director qualifications are emphasized, with a focus on integrity, experience, and broad backgrounds.