New Era Energy & Digital (NUAI) Proxy filing summary

Executive summary

• Virtual annual meeting set for Dec. 16, 2026; record date Oct. 20, 2026, with 117,291,542 common shares outstanding and one vote per share.

• Shareholders will elect five directors, ratify Weaver and Tidwell as independent auditors for FY2026, and vote on authority to adjourn to seek a quorum or additional proxies.

Voting matters and shareholder proposals

• Board recommends FOR all five director nominees, auditor ratification and the adjournment proposal; proposals require a majority of shares present and entitled to vote except director elections, decided by plurality.

• A quorum requires 33.4% of outstanding shares, or 39,175,376 shares; abstentions count toward quorum, while broker non-votes are expected on the non-routine director election.

• Proxies may be changed before the final vote; stockholder proposals for the 2027 meeting must meet the stated advance-notice deadlines, including July 8, 2027 for Rule 14a-8 submissions.

Board of directors and corporate governance

• Five nominees are Charles Nelson, P.J. Lee, Ondrej Sestak, Ted Warner and Trent Yang, each standing for a one-year term through the 2027 annual meeting.

• Nelson serves as CEO and Board Chair; Sestak is Lead Independent Director. Lee, Sestak and Yang were determined independent under Nasdaq rules.

• An incumbent nominee in an uncontested election who fails to receive a majority of votes cast must tender a resignation; the Board decides within 90 days after results are certified.

• The Board held 11 meetings in 2025; Audit, Compensation and Nominating and Corporate Governance committees held 4, 3 and 1 meetings, respectively.

• Effective July 1, 2026, independent directors Lee, Sestak and Yang receive $70,000 annual cash fees, plus $8,000 for committee chairs, and annual stock awards valued at $215,000.