Axe Compute (AGPU) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for November 25, 2025, with five key proposals for shareholder vote, including director elections, auditor ratification, equity plan amendment, warrant share issuance, and a say-on-pay advisory vote.

• Shareholders of record as of October 24, 2025, are eligible to vote in person or by proxy, with detailed instructions provided for both record and beneficial owners.

• Proxy solicitation is managed by Sodali & Co., with all costs borne by the company; directors and employees may also solicit proxies without additional compensation.

Voting matters and shareholder proposals

• Election of two Class I directors for terms expiring at the 2028 Annual Meeting.

• Ratification of KPMG LLP as independent auditor for fiscal year ending December 31, 2025.

• Approval of an amendment to the 2024 Equity Incentive Plan to increase authorized shares from 66,667 to 1,066,667 and set a 500,000 share cap for incentive stock options.

• Approval of issuance of 14,903,393 shares of common stock upon exercise of pre-funded warrants, as required by Nasdaq rules.

• Advisory vote on executive compensation (say-on-pay), with the board recommending approval.

• Shareholder proposal and director nomination deadlines for the 2026 meeting are between August 27 and September 25, 2026.

Board of directors and corporate governance

• Board consists of seven directors divided into three classes, with annual elections for one class; no term limits.

• Recent changes include the resignation of Dr. Nancy Chung-Welch and appointment of Shawn Matthews.

• Majority of directors are independent under Nasdaq standards; lead independent director role established.

• Board committees include Audit, Compensation, Nominating and Governance, Merger & Acquisition, and a Cryptocurrency Subcommittee.

• Board met nine times in 2024, with all directors attending at least 75% of meetings.