Empery Digital (EMPD) Proxy Filing summary

Executive summary

• Special Meeting scheduled for November 1, 2024, to be held virtually, with voting on two key proposals.

• Board unanimously recommends voting in favor of both proposals: a reverse stock split and potential adjournment to solicit more proxies.

• Quorum requires one-third of outstanding common stock to be represented in person or by proxy.

• Proxy solicitation is managed by Okapi Partners LLC at a cost of approximately $20,000.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment authorizing the Board to effect a reverse stock split at a ratio between 1-for-2 and 1-for-30, at the Board's discretion, within one year.

• Proposal 2: Approve adjournment of the meeting, if necessary, to solicit additional proxies if votes for Proposal 1 are insufficient.

• Board recommends voting FOR both proposals.

• Only stockholders of record as of September 27, 2024, are entitled to vote.

Board of directors and corporate governance

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

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