Empery Digital (EMPD) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 23, 2026, to be held online, with voting on key proposals and director elections.

• The Board unanimously recommends voting for its nine director nominees, the 2025 Equity Incentive Plan, and the ratification of MaloneBailey, LLP as auditor.

• A contested director nomination by ATG Capital was rejected by the Board for non-compliance with bylaws, leading to ongoing litigation.

• The Board adopted and later terminated a stockholder rights plan in response to rapid stock accumulation by activist investors.

• Forward-looking statements highlight risks related to digital assets, regulatory changes, and market volatility.

Voting matters and shareholder proposals

• Proposals include electing nine directors, approving the 2025 Equity Incentive Plan (6,846,589 shares), and ratifying MaloneBailey, LLP as auditor.

• The Board urges shareholders to use the WHITE proxy card and disregard ATG Capital's materials.

• ATG Capital's nominations are excluded unless a court order mandates their inclusion.

• Shareholder proposals and director nominations for the 2027 meeting must comply with specific advance notice requirements.

Board of directors and corporate governance

• The Board consists of experienced professionals with backgrounds in finance, technology, healthcare, and digital assets.

• Six directors are deemed independent under Nasdaq rules; the Board has Audit, Compensation, and Nominating & Governance Committees composed solely of independent directors.

• Leadership structure includes Co-CEOs, with the Chairman role combined with one Co-CEO.

• The Board has adopted a Code of Ethics, Insider Trading Policy, and policies prohibiting hedging and pledging of company securities.