Allied Gaming & Entertainment (AGAE) Proxy filing summary

Executive summary

• A special meeting will be held virtually in 2026 to vote on a reverse stock split proposal, allowing the board to select a split ratio between 1-for-2 and 1-for-25 at its discretion.

• The reverse stock split aims to help maintain compliance with Nasdaq's minimum bid price requirement and avoid potential delisting.

• The board may choose not to implement the split even if approved, and all shareholders' percentage ownership will remain unchanged post-split.

• The board recommends voting in favor of the proposal.

Voting matters and shareholder proposals

• Only one proposal is up for vote: approval of an amendment to effect a reverse stock split of common stock at a ratio between 1-for-2 and 1-for-25.

• The board recommends a "FOR" vote on the reverse stock split proposal.

• Shareholders of record as of the record date in 2026 are eligible to vote.

• Voting can be done online, by phone, mail, or during the virtual meeting.

• Shareholder proposals and director nominations for the 2026 annual meeting must comply with bylaw notice periods and SEC rules.

Board of directors and corporate governance

• The board has sole discretion to determine the timing and ratio of the reverse stock split if approved.

• No director or executive officer has a substantial interest in the reverse stock split beyond their share ownership.

• The board may use the increased authorized shares post-split for future financings or equity awards.