Empery Digital (EMPD) Proxy filing summary

Executive summary

• ATG Capital, owning 14.7% of shares, is soliciting proxies to elect nine independent nominees to the board, aiming to replace all eight incumbents and fill one vacancy at the 2026 annual meeting.

• The solicitation is driven by concerns over persistent stock price discount to NAV, poor governance, and the board's adoption of a poison pill limiting further share accumulation by ATG.

• ATG criticizes the current board for combining CEO and Chair roles, excessive board size, and close ties to Empery Asset Management, raising conflict of interest concerns.

• ATG proposes a reconstituted board to improve capital allocation, transparency, and potentially consider dividends, share buybacks, or asset sales to maximize shareholder value.

• The annual meeting will be held virtually, and shareholders are urged to use the WHITE universal proxy card to vote for ATG's nominees and proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect nine ATG nominees to the board for terms ending at the 2027 annual meeting.

• Proposal 2: Ratify MaloneBailey, LLP as the independent registered public accounting firm for fiscal year ending December 31, 2026.

• Shareholders may vote for any combination of nominees (up to nine) using the universal proxy card; voting for more than nine invalidates the ballot.

• Procedures for submitting shareholder proposals and director nominations for the 2027 meeting are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• ATG's nine nominees have backgrounds in finance, law, risk management, and digital assets, and are presented as independent under NASDAQ standards.

• ATG criticizes the current board's governance, including board size, lack of independence, and dual CEO/Chair role.

• ATG Nominees have entered into indemnification agreements and joint filing arrangements for the proxy solicitation.