ATG Capital Escalates Proxy Fight: ISS Backs Change, Alleges Board Used Offering to Entrench
EMPD sits 20% above its 52-week low of $2.484.
Summary
ATG Capital's rebuttal filing reveals ISS support for board change and new allegations that the Board used a March offering to entrench itself, citing Board meeting transcripts. The contested election is set for October 14.
Key Events · Corporate Governance and Compliance · EMPD
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ISS Backs ATG's Case for Change
Institutional Shareholder Services recommends voting FOR ATG nominees Gliksberg and Morris, WITHHOLD from Read and Olason, and AGAINST the equity incentive plan, citing the Board's 'unjustified substitution' of its judgment for shareholders'.
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New Entrenchment Allegation
ATG alleges the March 23 offering was undertaken to place shares in 'friendly' hands, citing Board meeting transcripts where Mr. Lane suggested a strategic acquirer buy 20% of shares at a discount to create a 'substantial vote' against ATG.
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Offering Validity Challenged
ATG has asked the Delaware Court to 'sterilize' the Offering's effect by enjoining an equivalent number of shares controlled by defendant directors or Empery Asset Management from being counted at the Annual Meeting.
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Proxy Fight Costs Mount
Company estimates $22.5M in incremental solicitation costs (~$20.5M already incurred), while ATG bears its own $9.15M in expenses; ATG also flags $11.8M in undisclosed related-party legal fees.
Analysis · EMPD · Crypto Assets
Activist ATG Capital's latest proxy filing lands two weeks before the October 14 annual meeting with two new developments that materially raise the stakes. First, ISS — the most influential proxy advisory firm — has now sided with ATG, recommending stockholders vote for two of its four nominees and against the equity incentive plan. Second, ATG alleges the Board's March 23 offering was not about debt reduction but entrenchment, citing AI-generated Board meeting transcripts in which Chairman Ryan Lane suggested a strategic acquirer buy 20% of shares at a discount to create a 'substantial vote' against ATG. ATG has asked the Delaware Court to 'sterilize' the Offering's effect by enjoining equivalent shares from being counted. With the Company already facing a Delaware ruling that its rejection of ATG's nominees breached fiduciary duties, this filing sharpens the governance crisis and could swing the contested election.
How filings like this one have moved
In the 30 days to Sep 30, 2026, 34.9% of the 1009 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.52%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, EMPD was trading at $2.98 on NASDAQ in the Crypto Assets sector, with a market capitalization of approximately $83.9M. The 52-week trading range was $2.48 to $8.11. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.