Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 14, 2026, Empery Digital Inc. (“Empery
Digital” or the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Set forth
below are the three proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal.
Set forth below are the matters voted upon at
the Annual Meeting, which are more fully described in the Company’s definitive proxy statement in connection with the Annual Meeting,
and the final voting results tabulated by the Company’s independent Inspector of Election, First Coast Results, Inc.
Proposal 1: Election of Directors
The nine directors elected at the Annual Meeting
to serve for a one-year term ending at the 2027 annual meeting of stockholders are Rohan Chauhan, Jonathan Foster, Matthew Homer, John
Kim, Ryan Lane, Aaron T. Morris, Ian Read, E. Taylor Robertson and Adrian Solgaard, by the following votes:
For Withhold
Empery Digital Nominees
Rohan Chauhan 16,286,710 9,396,502
Jonathan Foster 24,298,924 1,384,290
Matthew Homer 24,302,720 1,380,494
John Kim 24,352,078 1,331,136
Ryan Lane 15,132,809 10,553,780
Orn Olason 11,321,399 14,361,815
Ian Read 13,968,450 11,718,139
E. Taylor Robertson 24,351,048 1,332,166
Adrian Solgaard 23,575,684 2,107,529
ATG Capital Management Nominees
James C. Elbaor 11,318,841 14,364,355
Gabriel D. Gliksberg 11,668,802 14,017,769
Meredith S Kirshenbaum 9,400,011 16,283,186
Aaron T. Morris 14,344,659 11,338,538
Proposal 2: Approval of Empery Digital
Inc. 2025 Equity Incentive Plan
The shareholders did not approve the adoption
of the Empery Digital Inc. 2025 Equity Incentive Plan and 6,846,589 shares of common stock reserved for issuance under the 2025 Stock
Plan, by the following votes:
For Against Abstain
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8,897,192 11,798,429 4,991,973
Proposal 3: Ratification of the Appointment
of Independent Auditors
The shareholders approved the ratification of
the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2026 and the review of the Company’s quarterly financial statements for the fiscal quarters ending March 31, June 30 and September
30, 2027, by the following votes:
For Against Abstain
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21,693,136 1,296,401 2,711,654
On October 16, 2026, ATG Capital Opportunities
Fund LP (“ATG”) filed a Section 225 action under the Delaware General Corporate Law seeking to sterilize sufficient votes
held by Empery Asset Management to remove Ian Read from the Board and replace him with Gabriel Gliksberg.