Bit Digital Inc

1. 1

   Re-election of Directors (five separate ordinary resolutions

   ManagementBoard: FOR

   Separate ordinary resolutions to re-elect Zhaohui Deng, Erke Huang, Ichi Shih, Amanda Cassatt and Brock Pierce as directors to serve until the next annual meeting or until their successors are elected and qualified.

2. 2

   Adopt amended and restated articles of association to change quorum threshold for shareholder meetings (special resolution

   ManagementBoard: FOR

   Special resolution to amend the Company’s articles of association so quorum is based on one-third of the total votes capable of being cast (giving preference shares 50 votes each) rather than one-third of total issued share capital.

   More detail

   This proposal asks shareholders to approve an amendment to the Company’s memorandum and articles of association to change the quorum requirement for general meetings from one-third of issued share capital to one-third of the total votes capable of being cast at the meeting, where each Preference Share carries 50 votes. Management and the Board argue this change addresses practical difficulties in obtaining a quorum because the shareholder base is geographically dispersed and the existing one‑third issued‑capital threshold often required repeated adjournments to secure enough holders in person or by proxy. The change will effectively give substantial weight to the one million outstanding Preference Shares (which convert one-for-one into Ordinary Shares but carry 50 votes each), magnifying the voting and quorum influence of Geney Development Limited, the holder of those Preference Shares, which is beneficially owned by two directors (Zhaohui Deng and Erke Huang). The Board frames the amendment as a governance efficiency measure to permit timely consideration of business and avoid delays caused by inability to meet quorum. However, the practical effect is to concentrate quorum-determining influence in holders of preference shares and could, in some circumstances, satisfy quorum with fewer ordinary-shareholders present — potentially reducing the relative influence of dispersed ordinary shareholders and raising minority-protection and Nasdaq quorum alignment issues. Nasdaq’s minimum quorum is 33 1/3% of shares entitled to vote; the Company acknowledges that the proposed votes‑based quorum may not always satisfy Nasdaq’s share‑based quorum in every circumstance. The Board recommends the change to avoid operational disruption from adjournments, but shareholders should weigh the operational benefits against the concentration of meeting control among preference-share holders and the related-party interests (Geney is majority-owned by a director and partially by another officer). The recommendation includes an explanation that approval requires a special resolution (two-thirds of votes cast) and points shareholders to the proposed amended articles for the detailed mechanics and any additional effects on authorized share capital and voting rights.

3. 3

   Approval of the Bit Digital, Inc. 2026 Omnibus Equity Incentive Plan (ordinary resolution

   ManagementBoard: FOR

   Ordinary resolution to approve the Company’s 2026 Omnibus Equity Incentive Plan, which authorizes equity awards (options, RSUs, SARs, performance awards, etc.) and reserves up to 15,000,000 Ordinary Shares for issuance under the plan.

   More detail

   This proposal requests shareholder approval of the Company’s 2026 Omnibus Equity Incentive Plan (the “Plan”), which would reserve up to 15,000,000 Ordinary Shares for grants of options, restricted shares, restricted share units, share appreciation rights, performance awards and other equity-based awards to employees, officers, non-employee directors and consultants. Management is seeking approval to maintain flexibility to grant competitive equity awards for recruitment, retention, and long‑term alignment of management and other service providers with shareholder value creation. Key plan mechanics disclosed include limits on repricing without shareholder approval, rules on returned shares and withholding, a ten‑year term for the plan, administrator authority vested in the Compensation Committee, and anti‑dilution adjustments for corporate events; the plan also contains typical tax‑qualification provisions and Section 409A compliance language. Economically, approval would enable dilution up to the authorized number of shares (and the filing estimates the maximum aggregate market value based on a placeholder stock price), and the treatment of returned shares and share withholding reduces the pool replenishment in certain circumstances. The Board’s rationale emphasizes continued ability to grant awards at appropriate levels and to administer performance- and time‑based awards; shareholders should weigh potential dilution and the specific share-accounting rules (e.g., Returned Shares not becoming available again) against the benefits of incentivizing management and employees. The compensation committee will administer the Plan, with broad discretion over recipients, award types, vesting and performance measures, subject to plan terms and (where required) shareholder approval for certain future amendments. Because the Plan impacts executive incentives and dilution, investors will typically evaluate award-sizing, anti‑dilution protections, repricing restrictions, and governance of administration when assessing the Plan’s alignment with shareholder interests. The Board recommends a FOR vote to preserve its ability to grant equity awards for talent retention and long‑term alignment.

4. 4

   Ratification of appointment of the Company’s independent registered public accounting firm (Audit Alliance, LLP) (ordinary resolution

   ManagementBoard: FOR

   Ordinary resolution to ratify and confirm the Audit Committee’s selection of Audit Alliance, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

5. 5

   Adjournment resolution to permit further solicitation of proxies (ordinary resolution

   ManagementBoard: FOR

   Ordinary resolution authorizing adjournment of the General Meeting to a later date determined by the chairman (or indefinitely) to permit further solicitation and vote of proxies if the Board determines before the meeting that proceeding is not necessary or desirable.

   More detail

   This procedural proposal seeks shareholder authorization to adjourn the meeting (to dates set by the chairman or indefinitely) to permit further solicitation of proxies if the Board decides prior to the meeting that it is prudent to solicit additional votes or to wait for quorum or vote levels. Management requests this authority to avoid having to reconvene multiple times and to give the Board flexibility to secure sufficient participation or votes for substantive proposals; it is commonly used to permit additional outreach where expected turnout or proxy returns are insufficient. The practical effect, if approved, is that the chairman may adjourn rather than proceed without requisite votes, enabling additional solicitation and potentially changing the outcome of other proposals after further outreach. Investors should note this is a procedural tool that can be used either to achieve broader participation or, in some cases, to allow management to continue soliciting support for contested matters; the Board frames it as a convenience to avoid holding ineffective meetings and to ensure proper shareholder consideration. The recommendation to approve is consistent with the Board’s goal of ensuring votes on the primary proposals are taken only after a reasonable solicitation effort; shareholders should consider whether they support giving the chairman discretion to adjourn in these circumstances.

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When is the Bit Digital Inc 2026 annual meeting?

Bit Digital Inc (BTBT) holds its 2026 annual shareholder meeting on Wednesday, July 29, 2026.

What is the record date for the Bit Digital Inc 2026 meeting?

The record date for the Bit Digital Inc 2026 meeting is Thursday, April 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Bit Digital Inc's 2026 meeting?

The board is presenting 5 director nominees at the Bit Digital Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Bit Digital Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Bit Digital Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.