Digi Power X (DGX) Proxy filing summary

Executive summary

• Virtual annual and special meeting scheduled for December 21, 2026; the Board recommends voting FOR all five director nominees and FOR Proposals 2–6.

• Shareholders will consider auditor ratification, a single-class share structure, a higher meeting quorum, and amendments to the RSU and stock option plans.

Voting matters and shareholder proposals

• Proposal 1 elects five directors through the 2027 annual meeting; nominees are elected by a majority of votes cast, and the majority voting policy calls for a resignation offer if withheld or against votes exceed affirmative votes.

• Proposal 2 ratifies Davidson & Company LLP for FY2026; Proposals 3 and 4 require two-thirds of votes cast, while Proposals 5 and 6 require a majority.

• Proposals 5 and 6 would each set a 10,139,668-share initial plan limit, with Board-approved annual increases of up to 10% beginning January 1, 2028.

• Proxy voting deadline is 10:00 a.m. Eastern Time on December 17, 2026; the meeting is virtual on December 21, 2026.

Board of directors and corporate governance

• Five directors are nominated; Ajay Gupta, Adam Rossman and Gerard Rotonda are independent, constituting a Board majority, while Michel Amar and Alec Amar are executives and non-independent.

• Michel Amar serves as both Chair and CEO; the Board cites his operating and strategic knowledge and the independent-director majority as supporting the combined structure.

• The Board is implementing a Lead Independent Director Charter; it has no current independent Chair or lead independent director.

• Four standing committees cover audit, compensation, governance and nominations, and disclosure; each operates under a Board-approved charter.