Empery Digital (EMPD) Proxy filing summary

Executive summary

• Board urges shareholders to vote for all 9 director nominees to support ongoing strategic initiatives.

• Strategic partnership with Hunt Properties targets growth in AI infrastructure and data centers.

• Board and management collectively own over 21% of shares, aligning interests with shareholders.

• Emphasis on disciplined capital allocation and expansion beyond bitcoin treasury into high-growth sectors.

• Forward-looking statements highlight opportunities and risks in digital assets and infrastructure investments.

Voting matters and shareholder proposals

• Shareholders are asked to vote for 9 board nominees using the WHITE proxy card at the 2026 Annual Meeting.

• Board opposes ATG Capital's nominees, citing lack of relevant experience and potential conflicts.

• ATG Capital previously sought board control and liquidation but now claims to support current strategy.

• Shareholders are advised to disregard any gold proxy card from ATG Capital.

Board of directors and corporate governance

• Board consists of directors with expertise in capital markets, governance, digital assets, and data center development.

• Seven of nine current nominees joined since July 2024, reflecting recent board refreshment.

• Majority of directors are independent, supporting strong governance practices.