Empery Digital Rejects ATG Capital and Tice P. Brown Nominations
Empery Digital’s board unanimously ruled that nomination notices from ATG Capital and Tice P. Brown failed to meet Section 2.5 advance notice requirements for the 2026 annual meeting. It cited late submissions and deficiencies in the notices and will file proxy materials before announcing the annual meeting date.
1. Board Decision and Ruling
Empery Digital’s board of directors convened with legal counsel and unanimously determined that nomination notices submitted by ATG Capital and Tice P. Brown are invalid and misleading. The board concluded neither party is eligible to nominate director candidates at the 2026 annual meeting.
2. Nomination Notices Deficiencies
The board found both notices failed to comply with Section 2.5 of the company’s bylaws, citing extensive deficiencies and delivery at the end of the nomination window. Empery Digital delivered letters detailing these deficiencies and determined there was insufficient time to cure the defects.
3. Proxy Materials and Next Steps
With the invalid nominations disregarded, the company will file its proxy materials with the SEC and announce the date of the 2026 annual meeting in due course. Shareholders need not take any action at this time as the board focuses on maximizing bitcoin per share and closing the NAV gap.