New Era Energy & Digital Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect Charles Nelson, P.J. Lee, Ondrej Sestak, Ted Warner and Trent Yang to serve until the 2027 Annual Meeting and until their successors are elected and qualified or until earlier death, resignation or removal.

2. 2

   Ratification of Appointment of Independent Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Weaver and Tidwell, L.L.P. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Adjournment of the Annual Meeting

   ManagementBoard: FOR

   Approve adjournment of the Annual Meeting to another place or a later date or dates, whether or not a quorum is present, if necessary or appropriate to obtain a quorum or solicit additional proxies in favor of the proposals.

   More detail

   The Adjournment Proposal asks stockholders to authorize one or more adjournments of the Annual Meeting to another place or to a later date or dates. It applies if a quorum is absent and additional proxies are needed to establish one, or if a quorum exists but the votes cast are insufficient to approve one or more other proposals. The practical purpose is to give the Company additional time to solicit proxies in favor of the director election, auditor ratification, or other matters properly before the meeting. Management is seeking this authority as a vote-management mechanism rather than as approval of a separate operating transaction or governance reform. If approved, the adjourned meeting could be used to seek votes from stockholders who previously voted against a proposal. Undirected signed proxies may be voted in favor of adjournment in the circumstances described by the filing. An adjournment exceeding 30 days or involving a new record date would trigger additional notice to stockholders. Stockholders could revoke previously submitted proxies before their use at the adjourned meeting. The Board recommends a vote FOR because it believes limited additional solicitation time could help obtain a quorum or sufficient votes and is in stockholders’ best interests.

4. 4

   Other Business

   Management

   Transact any other business that may properly come before the Annual Meeting or any adjournment or postponement.

   More detail

   The Other Business item is a standard residual authorization covering matters properly brought before the Annual Meeting or any adjournment or postponement. The proxy statement says the Company knows of no other business expected to be presented. It nevertheless asks stockholders to authorize the designated proxy holders to act on any matter that becomes properly before the meeting. No specific substantive resolution, transaction, or governance change is identified under this item. Because no particular matter is presented, the filing does not provide a specific management recommendation to vote for or against it. Instead, the proxy holders are instructed to use their best judgment if an unforeseen matter arises. The scope is limited by applicable meeting and proxy rules governing what business may properly come before the meeting. This item therefore functions as a customary catch-all rather than an affirmative request for approval of a known proposal.

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When is the New Era Energy & Digital Inc 2026 annual meeting?

New Era Energy & Digital Inc (NUAI) holds its 2026 annual shareholder meeting on Wednesday, December 16, 2026.

What is the record date for the New Era Energy & Digital Inc 2026 meeting?

The record date for the New Era Energy & Digital Inc 2026 meeting is Tuesday, October 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for New Era Energy & Digital Inc's 2026 meeting?

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

What proposals will shareholders vote on at the New Era Energy & Digital Inc 2026 meeting?

Shareholders will vote on 4 proposals at the New Era Energy & Digital Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.