PowerCompute (PWCM) Proxy filing summary

Voting matters and shareholder proposals

• Election of two Class I directors for a three-year term ending at the third annual meeting following their election.

• Ratification of MaloneBailey, LLP as independent auditor for the 2026 financial statements.

• Approval for issuance of more than 19.99% of outstanding common stock upon exercise of investor warrants from December 2025 financing and reduced-price exercise of December 2024 warrants, in accordance with Nasdaq Listing Rule 5635(d).

• Approval of an amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio between 1:5 and 1:25, with the exact ratio determined by the Board.

• Authorization to transact other business that may properly come before the meeting or any adjournments.

Board of directors and corporate governance

• Proxy solicited on behalf of the Board, with Bruce Rodgers and Richard Russell appointed as named proxies with discretionary authority.

• Board recommends voting FOR proposals 1, 2, 3, and 4.

Audit committee and external auditor matters

• MaloneBailey, LLP proposed for ratification as independent auditor for the 2026 fiscal year.