Bit Digital Inc

The proposal asks shareholders to approve a special resolution adopting amended and restated articles that change the quorum test for general meetings from one-third of the total issued share capital to one-third of the total votes capable of being cast at the meeting, effectively giving outsized weight to the company’s Preference Shares (which carry 50 votes each). Management advances this change as a practical response to recurring difficulty achieving quorum under the current share-count based rule given a geographically dispersed shareholder base; the board argues the change will reduce adjournments and enable timelier governance. Notably, the outstanding 1,000,000 Preference Shares are owned by Geney Development Limited, controlled by two directors (Zhaohui Deng and Erke Huang), meaning adoption will materially increase their practical influence over whether meetings proceed (their presence would count as 50 million votes toward the proposed quorum). The proposal requires a supermajority (two-thirds) to pass; management recommends FOR on the basis that it facilitates efficient corporate action, but the change raises governance concerns because it elevates a small bloc with superior voting weight in quorum determinations, potentially affecting minority shareholders’ ability to block or delay meetings. The proposal is non-routine, has structural governance consequences, and should be evaluated in light of existing preference-share terms (conversion, liquidation preference, dividend rights) and concentration of ownership among insiders. Investors should weigh the operational benefits management cites against the entrenchment and control effects implicit in the revised quorum metric.

Management seeks shareholder approval of a comprehensive 2026 Omnibus Equity Incentive Plan to reserve up to 15,000,000 Ordinary Shares for grants including options, RSUs, performance units, share appreciation rights, and other share-based awards to employees, directors and consultants. The board frames the plan as necessary to attract, retain and align key personnel through equity-based incentives and to preserve flexibility in award design and administration. Key plan features include broad eligibility, administrator (Compensation Committee) authority to set terms, anti-repricing restrictions without shareholder approval, and customary adjustment and change-in-control provisions. Governance considerations include the size of the share reserve relative to outstanding capital, potential dilution to existing holders, the discretion afforded to the compensation committee in granting awards (including to insiders and non-employee directors), and treatment of returned shares and withheld shares (which are not recycled into the pool). Shareholders should assess the proposed reserve size, dilution impact, and whether vesting and clawback features sufficiently align long-term performance to shareholder interests. Management recommends FOR, arguing the plan is essential for competitive compensation practices and long-term retention.

This management proposal seeks shareholder authority to adjourn the meeting to allow the Board to solicit additional proxy votes or otherwise delay action if it determines proceeding is impractical or undesirable. The practical effect is procedural flexibility to secure a quorum or support for other proposals; it is commonly used when vote thresholds or quorums are uncertain. While routine in nature, such authority can be used to allow management time to solicit votes or negotiate outcomes and therefore merits consideration in the context of the Board’s track record on shareholder engagement and the company’s quorum-related concerns discussed elsewhere in this proxy. The Board recommends FOR.