Axe Compute (AGPU) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 30, 2024, to elect directors, ratify auditors, approve a new equity plan, and hold a say-on-pay vote.

• Board recommends voting in favor of all proposals, including the 2024 Equity Incentive Plan and executive compensation.

• Proxy materials are available online, and shareholders can vote via internet, mail, or in person.

Voting matters and shareholder proposals

• Four proposals: elect three Class III directors, ratify KPMG LLP as auditor, approve the 2024 Equity Incentive Plan, and advisory vote on executive compensation.

• Shareholders may submit proposals for the 2025 meeting by July 30, 2025, for inclusion in proxy materials.

• Universal proxy rules require notice by November 1, 2025, for director nominations.

Board of directors and corporate governance

• Board consists of seven directors, divided into three classes with staggered terms.

• Majority of directors are independent per NASDAQ standards; lead independent director presides over executive sessions.

• Four standing committees: Audit, Compensation, Nominating and Governance, and Merger & Acquisition.

• Board diversity matrix available online; no family relationships among directors or officers.