Not independent
Tenure on this board
1.1 yrs
9 nominees · 3 ballot items · contested.
Election of nine directors; approval of the Empery Digital Inc. 2025 Equity Incentive Plan to authorize 6,846,589 shares; and ratification of MaloneBailey, LLP as independent auditors for fiscal year ending Dec 31, 2026.
Elect nine director nominees to serve one-year terms until the 2027 annual meeting.
Approve the 2025 Stock Plan authorizing issuance of 6,846,589 shares for equity awards.
The proposal asks shareholders to approve the 2025 Equity Incentive Plan authorizing 6,846,589 shares to be used for stock options, restricted stock, RSUs, SARs and other equity awards. Management is seeking approval because the existing 2021 plan has no shares remaining due to reverse splits and because numerous grants made in connection with the July 2025 private placements depend on availability under a new plan; without approval those grants cannot become exercisable or deliverable. The Board emphasizes governance features such as no repricing without shareholder approval, limits on director compensation, prohibition on liberal share recycling and no dividends on unvested awards. The Board argues the plan will support recruiting, retention and alignment of management with shareholders and has set administrator discretion and limits to control dilution; it also describes share-counting rules, transferability, and change-in-control treatments. From a broader perspective, this plan represents a significant potential increase in share overhang—6.85 million shares—potentially dilutive to existing holders, and will enable management to complete incentive arrangements tied to the recent private placement. The Board recommends a FOR vote, arguing the benefits outweigh dilution risks given the need to incentivize employees and implement previously promised compensation; however, stockholders sensitive to dilution should weigh the claimed retention benefits against the large authorized share pool and consider details of award practices and potential grants to insiders that are disclosed in the filing.
Ratify the appointment of MaloneBailey, LLP as the Company's independent auditors for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Empery Asset Management, LP | 10.42% | 2,930,345 | $10M |
| 2 | HIGHBRIDGE CAPITAL MANAGEMENT LLC | 9.78% | 2,750,000 | $10M |
| 3 | DRW Securities, LLC | 6.71% | 1,886,847 | $7M |
| 4 | Weiss Asset Management LP | 6.65% | 1,870,393 | $7M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.76% | 1,056,119 | $4M |
| 6 | HEIGHTS CAPITAL MANAGEMENT, INC | 3.52% | 989,000 | $4M |
| 7 | Hudson Bay Capital Management LP | 2.69% | 755,000 | $3M |
| 8 | STEADFAST CAPITAL MANAGEMENT LP | 2.67% | 751,724 | $3M |
| 9 | BlackRock, Inc. | 2.49% | 700,535 | $2M |
| 10 | MILLENNIUM MANAGEMENT LLC | 1.97% | 553,034 | $2M |
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