Hyperscale Data (GPUS) Proxy filing summary

Executive summary

• Annual meeting scheduled for September 2025 will be held virtually, with voting on key proposals including director elections, auditor ratification, executive compensation, equity plans, and significant capital transactions.

• Stockholders of record as of the designated date in 2025 are eligible to vote, with a quorum set at 35% of eligible voting capital stock.

• Board unanimously recommends voting in favor of all proposals presented.

Voting matters and shareholder proposals

• Proposals include election of six directors, ratification of CBIZ LLP as auditor, advisory say-on-pay vote, frequency of say-on-pay (recommended every three years), approval of Series H Preferred Stock conversion, approval of 2025 Stock Incentive Plan, and approval of equity issuances to directors and officers.

• Shareholder proposals for the 2026 meeting must be submitted at least 120 days before the mailing date of the next proxy statement.

Board of directors and corporate governance

• Six nominees for director, including three independent directors; committee chairs and memberships specified.

• Board committees include Audit, Compensation, and Nominating & Governance, all with independent members.

• Board considers diversity, integrity, and long-term shareholder interests in director selection.

• Code of Ethics in place for all employees, officers, and directors; waivers require Board approval.

• Independent directors receive annual compensation, with additional compensation for lead independent director.