Bit Digital (BTBT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for July 29, 2026, both in-person and virtually, with shareholders able to vote on key proposals and submit questions during the meeting.

• Shareholders of record as of April 30, 2026, are entitled to vote, with each Ordinary Share carrying one vote and each Preference Share carrying fifty votes.

• The Board unanimously recommends voting in favor of all proposals, including director re-elections, amendments to articles of association, the 2026 equity incentive plan, and auditor ratification.

Voting matters and shareholder proposals

• Proposals include re-election of five directors, adoption of amended articles to change quorum thresholds, approval of the 2026 omnibus equity incentive plan, and ratification of the independent auditor.

• The amended articles will shift quorum requirements to focus on voting power rather than share capital, giving greater weight to Preference Shares.

• Each proposal requires either a simple majority (ordinary resolutions) or two-thirds majority (special resolution) to pass.

Board of directors and corporate governance

• The Board consists of five directors, with three classified as independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and independent membership.

• Directors are elected annually and may be removed by ordinary resolution or automatically under certain conditions.