Monitor the shareholder vote outcome on December 21, 2026, particularly Proposal 3 (share consolidation) which requires separate class votes and Proposal 4 (quorum increase). Approval of the equity plan amendments would enable management to grant up to 10% of outstanding shares annually via evergreen provisions, representing potential future dilution. No activist or dissident campaign is present.
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Executive Summary
Digi Power X Inc. filed a definitive proxy statement (DEF 14A) and a notice of availability of proxy materials (DEFA14A) for its 2026 Annual General and Special Meeting to be held on December 21, 2026. The meeting includes six proposals: election of five directors, ratification of Davidson & Company LLP as auditor, consolidation of the dual-class share structure into a single class of common shares, increasing the quorum requirement from 5% to 33%, and amendments to both the RSU Plan and Stock Option Plan to adopt fixed share limits with evergreen provisions. The filings are routine proxy solicitation materials with no activist or dissident involvement.
Key Financial Metrics
Key Facts
- Meeting date: December 21, 2026, virtual only
- Record date: October 27, 2026
- 101,396,689 SV Shares and 3,333 PV Shares outstanding as of record date
- Proposal 3: Consolidate dual-class shares into single class of common shares (requires 2/3 vote of each class separately)
- Proposal 4: Increase quorum from 5% to 33% to comply with Nasdaq Listing Rule 5620(c)
- Proposal 5: Amend RSU Plan to fixed maximum of 10,139,668 shares with annual evergreen increase of up to 10%
- Proposal 6: Amend Stock Option Plan to fixed maximum of 10,139,668 shares with annual evergreen increase of up to 10%
- Board recommends FOR ALL on Proposal 1 and FOR on Proposals 2-6
- No dissident or activist nominations received as of filing date
- All 3,333 PV Shares (666,600 votes) held by entity controlled by CEO Michel Amar
Financial Impact
No financial figures in the filing; proposals relate to governance and equity plan amendments with potential future dilution of up to 10% of outstanding shares annually under evergreen provisions
Risk Factors
- Proposal 3 requires 2/3 approval from both SV and PV shareholders voting separately; PV shares (100% controlled by CEO) provide 666,600 votes but SV holders could block
- Proposal 4 quorum increase to 33% may make future meetings harder to convene if shareholder turnout is low
- Evergreen provisions in equity plans could lead to annual dilution of up to 1% of outstanding shares if Board approves full increases
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (DGXX), Batch item 1 | 0001213900-26-114925 |
| Document: 0001213900-26-114925-index-headers.html | 0001213900-26-114927 |
| Document: 0001213900-26-114925-index.html | 0001213900-26-114925 |
| Document: 0001213900-26-114925.txt | 0001213900-26-114925 |
| DEFA14A Filing (DGXX), Batch item 5 | 0001213900-26-114927 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Nov 2, 2026 1d ago | DEF 14A / DEFA14A | $2.11 | awaiting T+20 | awaiting T+20 | $2.19 (+3.79%) |
Sep 16, 2026 7w ago | EFFECT | $3.66 $2.96 | ▲ +19.13% | ▲ +22.30% | $2.19 (+40.16%) |
Aug 21, 2026 10w ago | Insider Cluster | $4.07 $4.36 | ▲ +7.13% | ▲ +7.65% | $2.19 (−46.19%) |
Aug 14, 2026 11w ago | 8-K | $3.97 $3.73 | ▼ −6.05% | ▼ −4.05% | $2.19 (−44.84%) |
Jul 7, 2026 17w ago | 8-K | $4.42 $3.85 | ▼ −12.90% | ▼ −14.23% | $2.19 (−50.45%) |
May 15, 2026 24w ago | 8-K | $7.54 $7.02 | ▼ −6.90% | ▼ −9.02% | $2.19 (−70.95%) |
May 8, 2026 25w ago | 8-K | $7.43 $5.90 | ▲ +20.59% | ▲ +20.29% | $2.19 (+70.52%) |
May 8, 2026 25w ago | 8-K | $6.63 $6.04 | ▼ −8.90% | ▼ −8.92% | $2.19 (−66.97%) |
Apr 20, 2026 28w ago | 8-K | $3.69 $7.24 | ▲ +96.21% | ▲ +92.00% | $2.19 (−40.65%) |
Mar 31, 2026 31w ago | 8-K | $2.16 $3.11 | ▲ +43.98% | ▲ +34.26% | $2.19 (+1.39%) |
US Market Status
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