Mawson Infrastructure Group (MIGI) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on October 15, 2025, allowing shareholders to participate remotely and reducing the company's carbon footprint.

• Shareholders of record as of August 21, 2025, are eligible to vote on key proposals, including director elections, auditor ratification, executive compensation, a reverse stock split, and potential adjournment.

• The Board recommends voting in favor of all proposals and emphasizes the importance of shareholder participation for quorum and cost efficiency.

Voting matters and shareholder proposals

• Proposals include: ratification of Wolf & Company, P.C. as auditor for 2025, election of three directors (Ryan Costello, Steven Soles, Kathryn Yingling Schellenger), advisory approval of executive compensation, approval of a reverse stock split (1-for-2 up to 1-for-30), and authorization to adjourn the meeting if needed.

• The reverse stock split aims to regain compliance with Nasdaq's minimum bid price requirement and maintain listing status.

• Shareholders can submit proposals for the 2026 meeting by specified deadlines and must comply with SEC and company bylaw requirements.

Board of directors and corporate governance

• The Board consists of independent directors, with clear separation of Board Chair and CEO roles.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Strategic Transactions, all composed of independent members.

• The Board and committees met regularly in 2024, and all directors attended the previous annual meeting.

• The company has adopted a Code of Ethics and Insider Trading Policy applicable to all directors, officers, and employees.