Empery Digital (EMPD) Proxy Filing summary

Executive summary

• Special Meeting will be held virtually to consider two key proposals: a reverse stock split and potential adjournment to solicit more proxies if needed.

• Board unanimously recommends voting in favor of both proposals, citing best interests of shareholders.

• Only shareholders of record as of September 27, 2024, are eligible to vote.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for a reverse stock split at a ratio between 1-for-2 and 1-for-30, to be determined by the Board within one year.

• Proposal 2 allows adjournment of the meeting to solicit additional proxies if votes for Proposal 1 are insufficient.

• Both proposals require a majority of votes cast for approval; abstentions and broker non-votes have no effect.

• No other business is expected at the meeting; proxies may vote on other matters at their discretion if they arise.

Board of directors and corporate governance

• Board and management are available to answer questions during the virtual meeting.

• Corporate governance information is accessible on the company website or by request.