Mawson Infrastructure Group (MIGI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for October 15, 2025, will be held virtually to increase accessibility and reduce carbon footprint.

• Board recommends voting FOR all five proposals, emphasizing their importance for ongoing operations and future success.

• Reverse stock split proposal aims to restore compliance with Nasdaq listing requirements after stock price fell below $1.00 due to an involuntary bankruptcy petition.

• Dismissal hearing for the involuntary bankruptcy petition is set for October 21, 2025, with potential for the company to pursue claims if dismissed.

• Forward-looking statements highlight risks related to market conditions, legal proceedings, and capital needs.

Voting matters and shareholder proposals

• Proposal 1: Election of director nominees, including new nominee Kathryn Yingling Schellenger, completing a full board refresh since 2023.

• Proposal 2: Ratification of Wolf & Company as independent auditor for the current fiscal year.

• Proposal 3: Advisory approval of executive compensation.

• Proposal 4: Approval of a reverse stock split to regain Nasdaq compliance.

• Proposal 5: Authorization to adjourn the meeting if necessary to secure sufficient votes.

Board of directors and corporate governance

• Greg Martin, a founding board member, will retire at the end of his term and not seek re-election.

• Kathryn Yingling Schellenger nominated, bringing expertise in governance and compliance.

• Board refresh since 2023 aims to strengthen leadership and governance.