PowerCompute (PWCM) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 16, 2026, with stockholders voting on key proposals including director elections, auditor ratification, warrant issuance, and a potential reverse stock split.

• Proxy materials and 2025 Annual Report are available online and by request; voting can be done by mail, phone, or internet.

• Board recommends voting FOR all proposals on the agenda.

Voting matters and shareholder proposals

• Election of two Class I directors for three-year terms.

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

• Approval of issuance of more than 19.99% of outstanding common stock upon exercise of investor warrants from December 2025 and repriced warrants from December 2024.

• Approval of a reverse stock split at a ratio to be determined by the Board, aimed at maintaining Nasdaq listing compliance.

• Procedures for shareholder proposals and nominations for future meetings are outlined.

Board of directors and corporate governance

• Board divided into three classes with staggered three-year terms; nominees for Class I are Bruce M. Rodgers and Carollinn Gould.

• Majority of directors are independent per Nasdaq and SEC rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined responsibilities and charters.

• Corporate governance guidelines, code of ethics, and anti-hedging policies are in place.

• Board held eight meetings in 2025; all directors attended at least 75% of meetings.