Mawson Infrastructure Group (MIGI) Proxy Filing summary

Executive summary

• The 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 auditor ratification, director elections, executive compensation, a reverse stock split, and potential adjournment.

• The board unanimously recommends voting in favor of all proposals presented at the meeting.

Voting matters and shareholder proposals

• Proposals include ratifying Wolf & Company, P.C. as auditor, electing three directors, approving executive compensation (say-on-pay), authorizing a reverse stock split (1-for-2 up to 1-for-30), and authorizing adjournment if needed.

• Shareholders may submit proposals for the 2026 meeting by May 7, 2026, for inclusion in proxy materials, or by July 21, 2026, for other business.

Board of directors and corporate governance

• The board consists of independent directors, with Ryan Costello as Chair; all committee members are independent per NASDAQ rules.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Strategic Transactions, each with defined oversight roles.

• The board separates the roles of Chair and CEO, and independent directors meet in executive sessions.

• Diversity, integrity, and business acumen are emphasized in director nominations.