Empery Digital (EMPD) Proxy filing summary

Executive summary

• A new leadership team took over in July 2025, recapitalized the company, and shifted strategy from a struggling vehicle business to a bitcoin treasury and, subsequently, to AI data center investments with the Hunt family, aiming for cash flow in early 2027.

• The board and management evaluated buybacks, liquidation, and strategic redeployment, ultimately choosing to invest in AI infrastructure for long-term value creation.

• Directors and officers own 21.2% of shares, with low cash compensation and options only valuable if the share price more than triples, aligning interests with shareholders.

Voting matters and shareholder proposals

• Shareholders are asked to vote for the board’s nine nominees on the white proxy card, as the board seeks to continue executing its strategy.

• ATG Capital, a 12% shareholder, sought full board control without a plan, was sanctioned for evidence destruction, and is now focused on recouping $9 million in legal fees.

• The board’s settlement offer remains open for one ATG nominee, showing willingness to incorporate outside perspectives.

Board of directors and corporate governance

• Seven of nine current nominees joined since July 2024, bringing expertise in capital markets, digital assets, energy, and governance.

• The board is composed of independent committees for audit, compensation, and governance, ensuring oversight.

• ATG’s nominees lack relevant experience in digital assets, energy, or data centers, and have questionable independence.

• The board’s refreshment continues with the nomination of E. Taylor Robertson, an executive at the company’s data center partner.