Not independent
Tenure on this board
4.5 yrs
Also a director at
Sequans Communications (SQNS)Chronoscale Holdings Corp (CHRN)
6 nominees · 4 ballot items.
Stockholders will vote on the election of six directors, ratification of CBIZ CPAs P.C. as independent registered public accounting firm, advisory approval of named executive officer compensation, and authorization to adjourn the Annual Meeting if necessary to solicit additional proxies.
Elect Wes Cummins, Ella Benson, Chuck Hastings, Rachel Lee, Douglas Miller, and Richard Nottenburg to serve as directors until the next annual meeting.
Ratify the Audit Committee’s appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2027.
Approve, on a nonbinding advisory basis, the compensation of the Company’s named executive officers as described in the proxy statement’s compensation tables and accompanying narrative disclosures.
Proposal 3 asks stockholders to approve, on a nonbinding advisory basis, the compensation paid to Applied Digital’s named executive officers for fiscal 2026. The vote covers the executive compensation tables and accompanying narrative disclosures rather than a single compensation element. Management is seeking approval to demonstrate stockholder support for its overall pay-for-performance framework. The Company emphasizes that fiscal 2026 included major growth in contracted revenue, contracted capacity, financing activity, market capitalization, and AI infrastructure execution. Compensation included substantial equity awards, including multi-year RSUs and PSUs intended to align executives with long-term stockholder value and retain key leaders through the Company’s four-to-five-year project cycle. The Compensation Committee also redesigned the fiscal 2027 annual bonus program to use objective adjusted cash EBITDA goals after receiving only 52.6% support for the prior year’s say-on-pay proposal. The Company expanded compensation disclosure and adopted stock ownership guidelines in response to investor and proxy-advisor feedback. The advisory vote is nonbinding, but the Board and Compensation Committee state that they will review the result and consider it in determining future compensation arrangements. The Board recommends voting FOR because it believes the program combines responsible governance, independent compensation oversight, retention, and incentives tied to company and stockholder performance.
Authorize adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies when there are insufficient votes to approve one or more of the other proposals.
Proposal 4 asks stockholders to authorize adjournment of the Annual Meeting if the votes present or represented by proxy are insufficient to approve one or more of the preceding proposals. The principal purpose is to provide management additional time to solicit proxies and obtain the votes needed for approval. The authorization applies when shares are present and voting FOR a proposal but the affirmative vote is insufficient. The proposal permits successive adjournments to the extent necessary to solicit additional proxies. If an adjournment lasts more than 30 days, the Company must provide notice to each stockholder of record entitled to vote. The proposal is procedural and does not itself approve any substantive governance, audit, compensation, or director matter. The Company states that the authorization would help avoid an unsuccessful vote caused by insufficient participation rather than by substantive rejection. The Board recommends voting FOR because it views the ability to adjourn as necessary or appropriate to facilitate further proxy solicitation. The filing indicates that Proposal 4 requires a majority of the total votes cast and is likely to be treated as a routine matter, so brokers may have discretionary voting authority.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Hood River Capital Management LLC | 7.73% | 22,518,887 | $840M |
| 2 | Situational Awareness LP | 5.28% | 15,384,616 | $469M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.71% | 13,728,812 | $512M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.96% | 11,555,819 | $431M |
| 5 | TWO SIGMA INVESTMENTS, LP | 3.53% | 10,299,117 | $384M |
| 6 | EQUITEC PROPRIETARY MARKETS, LLC | 2.87% | 8,373,964 | $312M |
| 7 | BlackRock, Inc. | 2.30% | 6,707,813 | $250M |
| 8 | GOLDMAN SACHS GROUP INC | 2.26% | 6,601,117 | $246M |
| 9 | DBA TRADING, LLC | 1.91% | 5,576,235 | $132M |
| 10 | Value Aligned Research Advisors, LLC | 1.90% | 5,546,030 | $207M |
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