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 issuance, and executive compensation 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. for a fee of $15,000, with all solicitation costs borne by the company.

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 upon exercise of pre-funded warrants, as required by Nasdaq rules.

• Advisory vote on executive compensation (say-on-pay).

• Deadlines for 2026 shareholder proposals and director nominations 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 resignation of one director and appointment of a new Class II director.

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

• Four standing committees: Audit, Compensation, Nominating and Governance, and Merger & Acquisition; all committee members are independent.

• Cryptocurrency Subcommittee guides digital asset treasury strategy.

• Code of Ethics and Recoupment Policy adopted; insider trading policy in place.