Digi Power X (DGX) Proxy filing summary

Executive summary

• Annual and special meeting set for Dec. 21, 2026, at 10:00 a.m. ET, exclusively by virtual webcast; the record date is Oct. 27, 2026.

• The Board recommends FOR ALL five director nominees and FOR Proposals 2–6; definitive proxy materials are expected to be released beginning on or about Nov. 9, 2026.

Voting matters and shareholder proposals

• Proposal 1 elects five directors to serve until the 2027 annual meeting; election requires a majority of votes cast, and the majority voting policy calls for a director to tender a resignation if withheld or against votes exceed FOR votes.

• Proposal 2 seeks ratification of Davidson & Company LLP for FY2026 and authorization for directors to set its remuneration; approval requires a majority of votes cast.

• Proposal 3 would consolidate the two voting share classes into one common class; approval requires two-thirds of votes cast overall and separately by each class.

• Proposal 4 would raise meeting quorum from 5% to 33⅓% of voting shares; Proposals 5 and 6 seek amended equity plans, each requiring a majority of votes cast.

• Shareholders may vote online, by phone, mail, or at the meeting; proxy submissions are due by 10:00 a.m. ET on Dec. 17, 2026.

Board of directors and corporate governance

• Five nominees are Michel Amar, Alec Amar, Ajay Gupta, Adam Rossman and Gerard Rotonda; three directors—Gupta, Rossman and Rotonda—are considered independent.

• Michel Amar serves as both CEO and Board Chair; the Board is implementing a Lead Independent Director Charter, and independent directors may meet without management.

• Four standing committees cover audit, compensation, governance and nomination, and disclosure; the Board held one meeting in FY2025.

• The Code requires annual compliance certifications from directors, officers and designated personnel; insider trading rules prohibit margin purchases and director/officer hedging.