ISS Backs ATG Capital's Proxy Fight, Recommends Withholding Votes From Two Empery Digital Directors
EMPD sits 16% above its 52-week low of $2.484 on light trading volume (0.4× avg).
Summary
ISS has recommended stockholders support two of ATG Capital's nominees and withhold votes from two incumbents at Empery Digital's October 14 annual meeting, criticizing the board's conduct in the proxy contest.
Key Events · Corporate Governance and Compliance · EMPD
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ISS Recommends Change at Empery Digital
ISS recommends stockholders vote FOR ATG Capital nominees Gabriel D. Gliksberg and Aaron T. Morris, and WITHHOLD support from incumbents Orn Olason and Ian Read, while also voting AGAINST the equity incentive plan.
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ISS Criticizes Board's Rejection of Nominees
ISS concluded the board's rejection of ATG's nominations was an 'unjustified substitution of the board's judgment for that of shareholders' and that the board's functioning has been 'less than robust,' citing a 'kitchen sink' approach with 27 subcategories and 19 alleged deficiencies.
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Proxy Contest Costs Exceed $20 Million
ATG Capital disclosed that Empery Digital has spent more than $20 million of stockholders' money fighting to keep ATG's nominees off the ballot, in addition to losing in the Delaware Court of Chancery.
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Annual Meeting Set for October 14, 2026
The contested election will be decided at the annual meeting on October 14, 2026, where ATG Capital is using a universal proxy card to solicit votes for all four of its nominees.
Analysis · EMPD · Crypto Assets
Institutional Shareholder Services, the leading independent proxy advisory firm, has sided with activist ATG Capital in the contested election at Empery Digital. ISS recommends stockholders vote for two of ATG's four nominees and withhold support from incumbents Orn Olason and Ian Read, while also opposing the company's equity incentive plan. The report criticizes the board's rejection of ATG's nominees as an 'unjustified substitution of the board's judgment for that of shareholders' and describes the board's functioning as 'less than robust.' This is a significant development because ISS recommendations often sway institutional investors, and the annual meeting is only three weeks away on October 14, 2026. ATG Capital, which owns more than 16% of the company, also disclosed that Empery has spent over $20 million of stockholder money fighting the proxy contest — a figure that underscores the stakes and the board's resistance to change.
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.
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At the time of this filing, EMPD was trading at $2.89 on NASDAQ in the Crypto Assets sector, with a market capitalization of approximately $81.4M. 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.