Empery Digital (EMPD) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on October 14, 2026, with voting on director elections, an equity incentive plan, and auditor ratification.

• The board unanimously recommends voting for its nine director nominees, the 2025 Stock Plan, and the auditor.

• A proxy contest with ATG Capital is ongoing; the board has rejected ATG's nominations as invalid under bylaws and law.

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

• Forward-looking statements address digital asset strategy, AI infrastructure, and risk factors related to market and regulatory conditions.

Voting matters and shareholder proposals

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

• The board recommends voting for all its nominees and proposals; ATG Capital's nominations are excluded unless a court orders otherwise.

• Shareholder proposals and director nominations for 2027 must follow specific deadlines and procedures.

Board of directors and corporate governance

• The board consists of nine nominees with diverse backgrounds in finance, technology, law, and sustainability.

• Five directors are independent under Nasdaq rules; the board has adopted strong ethics, insider trading, and hedging policies.

• The board's leadership structure includes a combined Co-CEO and Chairman role.

• Committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• The board held 16 meetings in 2025, with all directors attending at least 75% of meetings.