Digi Power X Sets Dec 21 Vote on Dual-Class Collapse, Quorum Hike, Evergreen Equity Plans

summarizeSummary

Digi Power X's preliminary proxy proposes collapsing its dual-class share structure into a single common class, raising the shareholder quorum to 33 1/3% for Nasdaq compliance, and converting its RSU and option plans to evergreen structures with 20% hard caps. Shareholders vote December 21, 2026.

check_boxKey Events · Corporate Governance and Compliance · DGXX

• Dual-Class Structure to Collapse

  Proposal 3 would reclassify each PV Share into 200 common shares and each SV Share into one common share, then cancel both classes in favor of a single common class. All outstanding PV Shares are held by an entity controlled by CEO Michel Amar, so the change eliminates his super-voting control.

• Quorum Raised to 33 1/3%

  Proposal 4 increases the shareholder meeting quorum from 5% to 33 1/3% of issued and outstanding shares to comply with Nasdaq Listing Rule 5620(c). The Board has already adopted the higher quorum by resolution for the upcoming meeting.

• Equity Plans Converted to Evergreen

  Proposals 5 and 6 replace the RSU Plan's 6,205,297-share fixed maximum and the Option Plan's rolling 10% limit with fixed maximums equal to roughly 10% of shares outstanding as of October 27, 2026, plus automatic annual increases capped at 20% of shares outstanding.

• Five Directors Nominated

  Proposal 1 elects Michel Amar, Alec Amar, Ajay Gupta, Adam Rossman and Gerard Rotonda to serve until the 2027 annual meeting. Davidson & Company LLP is nominated for ratification as auditor under Proposal 2.

auto_awesomeAnalysis · DGXX · Crypto Assets

Digi Power X's preliminary proxy lays out six proposals for its December 21, 2026 annual and special meeting, and three of them materially change the company's capital and governance structure. Proposal 3 collapses the dual-class structure — the PV Shares (200 votes each, all held by an entity controlled by CEO Michel Amar) convert into common shares at 200-for-1, eliminating the super-voting class and aligning voting power with economic interest. Proposal 4 raises the shareholder quorum from 5% to 33 1/3% to satisfy Nasdaq Listing Rule 5620(c), which makes it harder to hold a valid meeting but brings the company into compliance. Proposals 5 and 6 replace the RSU and Option Plan limits with fixed maximums equal to roughly 10% of shares outstanding as of October 27, 2026, plus evergreen annual increases capped at 20% of shares outstanding — a structural expansion of the equity compensation pool that will dilute existing holders over time if fully used. The dual-class collapse is the headline: it removes the Amar family's disproportionate voting control and could broaden the investor base, but it also concentrates the equity plans' potential dilution in a single share class. All proposals are subject to shareholder vote; the record date is October 27, 2026 and the meeting is December 21, 2026.