Empery Digital (EMPD) Proxy filing summary

Executive summary

• Proxy contest centered on the board's rejection of a dissident slate nominated by an activist investor, ATG Capital Opportunities Fund LP, for the annual meeting scheduled October 14, 2026.

• The board cited deficiencies in the nomination notice, including failure to disclose a participant and a Bitcoin short position, but the court found no bylaw required such disclosures.

• Delaware courts ruled the board's rejection was both contractually improper and inequitable, allowing ATG's nominees to stand for election.

• The board's defensive actions, including a rights plan and strategic pivot to AI data centers, were scrutinized but did not justify disenfranchising shareholders.

Voting matters and shareholder proposals

• ATG's nomination notice for a full slate was initially rejected, but the court ordered the nominees be included on the ballot.

• The annual meeting will present shareholders with a choice between the incumbent board and the dissident slate.

• The board's refusal to reopen the nomination window after a strategic pivot was upheld, as shareholders were not disenfranchised.

Board of directors and corporate governance

• The board was reconstituted in 2025 following a $500 million PIPE investment and adopted a Bitcoin treasury strategy.

• Defensive measures included a limited-duration rights plan, later terminated, and scrutiny of activist intentions.

• The board's actions were found to breach fiduciary duties by using erroneous bylaw interpretations to exclude nominees.