Digi Power X Inc.
For the period ended Dec 21, 2026. Filed Nov 2, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 21, 2026 · Filed Nov 2, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Digi Power X Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 21, 2026
November 2, 2026
Dear Shareholder:
You are cordially invited to attend Digi Power X Inc.’s 2026 Annual General and Special Meeting of Shareholders to be held on Monday, December 21, 2026 (the “Annual Meeting”). We will conduct our Annual Meeting exclusively as a virtual meeting via live webcast as we believe that such meeting format will provide the most meaningful shareholder access and participation. You may attend, vote, and submit questions during the Annual Meeting via the Internet athttps://linkstar.marrellitrust.ca/pxlogin. The enclosed Notice and Management Information Circular and Proxy Statement (the “Proxy Statement”) describe the matters to be presented at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, please vote as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting. Due to voting rules that may prevent your bank or broker from voting your uninstructed shares on a discretionary basis in the election of directors and other non-routine matters, it is important that you cast your vote.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Michel Amar
Michel Amar
Chairman of the Board of Directors and Chief Executive Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 21, 2026:
Digi Power X Inc. (the “Corporation”) is making this Proxy Statement, the form of proxy card, and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) available electronically via the Internet athttps://marrellitrust.ca/2026/11/09/Digi-Power-X-Inc/ and on our website,www.digipowerx.com. On or about November 11, 2026, we will mail to shareholders of the Corporation a Notice of Internet Availability of Proxy Materials (the “Notice”), which will contain instructions on (i) how to access this Proxy Statement and our Annual Report and (ii) how to vote. Shareholders of the Corporation who receive the Notice will not receive a printed copy of the proxy materials in the mail, although the Notice will contain instructions on how you can request a printed copy of the proxy materials if so desired. Whether or not you expect to attend the Annual Meeting, please follow the instructions on the Notice so that your shares may be voted at the Annual Meeting. You may vote your shares by mail, by telephone or through the Internet by following the instructions set forth on the Notice. If you attend the Annual Meeting, you may revoke your previously submitted proxy and vote during the Annual Meeting.
NOTICE OF 2026 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 21, 2026
TO THE SHAREHOLDERS OF THE CORPORATION:
NOTICE IS HEREBY GIVEN that the 2026 Annual General and Special Meeting of Shareholders (the “Annual Meeting”) of Digi Power X Inc. (the “Corporation”) will be held virtually on Monday, December 21, 2026 at 10:00 a.m. (Eastern Time) for the following purposes:
| 1. | To elect the five (5) director nominees of the Corporation named in the accompanying Management Information Circular and Proxy Statement (the “Proxy Statement”) each to serve until the 2027 Annual General Meeting of Shareholders or until his qualified successor has been duly elected or appointed (“Proposal 1”); |
| 2. | To ratify the appointment of Davidson & Company LLP (“Davidson”) to serve as the independent registered public accounting firm of the Corporation for the fiscal year ending December 31, 2026 and to authorize the directors of the Corporation to fix their remuneration (“Proposal 2”); |
| 3. | To pass a special resolution to approve: a) the amendment of the existing Articles of Incorporation of the Corporation, as amended (the “Articles”), to consolidate the Corporation’s two classes of voting shares—subordinate voting shares and proportionate voting shares—into one class of common shares and thereafter cancelling the subordinate voting shares and proportionate voting shares as authorized share classes of the Corporation; and b) the alteration of the Corporation’s Notice of Articles to reflect the amended share capital structure (“Proposal 3”); |
| 4. | To pass a special resolution to approve the amendment and restatement of the Articles to increase the quorum requirement for a meeting of Shareholders from five percent (5%) to thirty-three and one-third percent (33⅓%) of the issued and outstanding shares entitled to vote at such meeting (“Proposal 4”); |
| 5. | To approve, by ordinary resolution, the amendment and restatement of the restricted share unit plan (the “RSU Plan”) of the Corporation to, among other amendments, (i) replace the existing fixed maximum number of shares issuable under the RSU Plan with a new fixed maximum of 10,139,668 shares (representing approximately 10% of the issued and outstanding shares as of October 27, 2026) and provide that, subject to approval by the Board, such maximum will increase on January 1 of each year during the term of the RSU Plan, beginning on January 1, 2028, by up to 10% of such maximum in effect immediately prior to such increase (commonly referred to as an “evergreen provision”) (to illustrate, if the Board approved the full increase to the maximum on January 1, 2028, such maximum would increase by an aggregate of 1,013,966 shares to 11,153,634 shares, representing approximately an additional 1% of the 101,396,689 shares issued and outstanding as of October 27, 2026), (ii) add special provisions applicable to U.S. taxpayers via a “Schedule A” to the RSU Plan, and (iii) remove certain provisions previously mandated by legacy venture issuer provisions restricting the issuance of awards thereunder and make certain other amendments to reflect the Corporation’s listings on the Nasdaq Stock Market and Cboe Canada (“Proposal 5”); |
| 6. | To approve, by ordinary resolution, the amendment and restatement of the stock option plan (the “Option Plan”) of the Corporation to, among other amendments, (i) replace the existing rolling limit of 10% of the issued and outstanding shares with a fixed maximum of 10,139,668 shares (representing approximately 10% of the issued and outstanding shares as of October 27, 2026) and provide that, subject to approval by the Board, such maximum will increase on January 1 of each year during the term of the Option Plan, beginning on January 1, 2028, by up to 10% of such maximum in effect immediately prior to such increase (commonly referred to as an “evergreen provision”) (to illustrate, if the Board approved the full increase to the maximum on January 1, 2028, such maximum would increase by an aggregate of 1,013,966 shares to 11,153,634 shares, representing approximately an additional 1% of the 101,396,689 shares issued and outstanding as of October 27, 2026), (ii) add a fixed term to the Option Plan terminating on January 18, 2034, consistent with the RSU Plan, (iii) amend the special provisions applicable to U.S. taxpayers in “Schedule B” to the Option Plan, including the maximum number of shares issuable pursuant to incentive stock options, and (iv) remove certain provisions previously mandated by legacy venture issuer provisions restricting the issuance of awards and make certain other amendments to reflect the Corporation’s listings on the Nasdaq Stock Market and Cboe Canada (“Proposal 6”); and |
| 7. | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. |
The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. The Board of Directors of the Corporation (the “Board”) recommends that our Shareholders vote “FOR ALL” for Proposal 1 and “FOR” for Proposals 2, 3, 4, 5 and 6.
Although not part of the Proxy Statement accompanying this Notice, we are also making available our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), which includes our audited annual financial statements prepared in accordance with United States generally accepted accounting principles for the fiscal year ended December 31, 2025 (the “Annual Financial Statements”) and the Report of Independent Registered Public Accounting Firm thereon (the “Auditor’s Report”). The Proxy Statement, the proxy card and the Annual Report are first being made available online to Shareholders beginning on or about November 2, 2026. Copies of the Annual Financial Statements together with the Auditor’s Report will be placed before the Annual Meeting. Shareholders may access the Annual Financial Statements in advance of the Annual Meeting online on our website,www.digipowerx.com, the SEC’s website atwww.sec.gov, and under our profile at www.sedarplus.ca, and may request to receive a printed set of the Annual Financial Statements pursuant to the instructions set out in the Notice.
The Board has fixed the close of business on Tuesday, October 27, 2026 as the record date for determining the Shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof. The Annual Meeting may be adjourned or postponed from time to time without notice other than by announcement at the Annual Meeting.
Your vote is important. Even if you plan to attend the Annual Meeting, we urge you to submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the “Questions and Answers About the Proxy Materials and Voting” section of the accompanying Management Information Circular and Proxy Statement and the Notice.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michel Amar
Michel Amar
Chairman of the Board of Directors and Chief Executive Officer
Miami, FL
November 2, 2026
MANAGEMENT PROXY CIRCULAR AND PROXY STATEMENT
2026 ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, DECEMBER 21, 2026
This Management Information Circular and Proxy Statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies by the management of Digi Power X Inc., a British Columbia corporation, for use at the 2026 Annual General and Special Meeting of Shareholders, or at any adjournments or postponements thereof (the “Annual Meeting”), to be held on Monday, December 21, 2026 at the time and place and for the purposes set forth in the “Notice of Internet Availability of Proxy Materials” (the “Notice”) and this Proxy Statement.
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), our Board has elected to furnish our Proxy Statement and Annual Report to Shareholders by providing access to those documents via the Internet instead of mailing printed copies. As a result, we will begin mailing the Notice to our Shareholders on or about November 11, 2026, which will contain instructions on how Shareholders can access our proxy materials over the Internet and cast their vote via the Internet, by telephone, by mail or at the Annual Meeting. You received the Notice if you owned our common shares at the close of business on October 27, 2026 (the “Record Date”), and that entitles you to vote at the Annual Meeting. The Notice will also contain instructions on how Shareholders can receive a printed copy of the proxy materials at no charge.
In this Proxy Statement, references to “the Corporation,” “Digi,” “we,” and “our” refer to Digi Power X Inc., unless the context indicates otherwise. “Subordinate Shares” or “SV Shares” means our subordinate voting shares without par value, “Proportionate Shares” or “PV Shares” means our proportionate voting shares without par value, and “Shares” means our SV Shares together with our PV Shares. “Shareholders” means the holders of the Shares. Unless otherwise indicated, the statistical and financial data contained in this Proxy Statement are as of December 31, 2025. These proxy materials describe the matters on which our Board would like you to vote and contain information that we are required to provide to you under the SEC’s rules when we solicit your proxy.
Whether or not you plan to attend the Annual Meeting, we urge you to promptly submit your proxy card or voting instructions. Your promptness in voting will assist in the expeditious and orderly processing of the proxies and in ensuring that a quorum is present at the Annual Meeting. If you vote by proxy or voting instructions, you may nevertheless attend the Annual Meeting and vote your Shares at the Annual Meeting if you wish. Please note, however, that if your Shares are held of record by your broker, bank or other nominee and you wish to vote at the Annual Meeting, you must follow the instructions provided to you by that organization. If you want to revoke your instructions at a later time prior to the vote for any reason, you may do so in the manner described in this Proxy Statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON DECEMBER 21, 2026. Our Proxy Statement, Annual Report on Form 10-K for the year ended December 31, 2025, and proxy card are available athttps://marrellitrust.ca/2026/11/09/Digi-Power-X-Inc/, our website,www.digipowerx.com, the SEC’s website atwww.sec.gov, and under our profile atwww.sedarplus.ca.
TABLE OF CONTENTS
| Questions And Answers about the Proxy Materials and Voting | 1 |
|---|---|
| Interest of Certain Persons in Matters to Be Acted Upon | 9 |
| Proposal One - Election of Directors | 10 |
| Proposal Two - Ratification of the Appointment of Davidson & Company LLP | 13 |
| Proposal Three - Amendment of the Articles of Incorporation to Consolidate the Corporation’s Two Classes of Voting Shares into a Single Class of Common Shares | 14 |
| Proposal Four - Amendment and Restatement of the Articles of Incorporation to Increase Quorum Requirement for Meetings of Shareholders | 16 |
| Proposal Five – Approval of Amendments to the Existing Restricted Share Unit Plan of the Corporation | 18 |
| Proposal Six – Approval of Amendments to the Existing Option Plan of the Corporation | 21 |
| Other Business | 24 |
| Management | 24 |
| Indebtedness of Directors and Officers | 24 |
| Corporate Governance | 25 |
| Principal Shareholders and Security Ownership of Management | 32 |
| Executive Compensation | 33 |
| Director Compensation | 39 |
| Equity Compensation Plan Information | 40 |
| Certain Relationships and Related Transactions and Director Independence | 41 |
| Independent Registered Public Accounting Firm | 42 |
| Report of the Audit Committee | 45 |
| Interest of Informed Persons in Material Transactions | 45 |
| Management Contracts | 45 |
| Additional Information | 46 |
| Notice to Shareholders in the United States | |
| Solicitation of Proxies | 46 |
| Approval of Management Information Circular and Proxy Statement | |
| Appendix A - Draft Notice of Alteration | A-1 |
| Appendix B – Amended RSU Plan | B-1 |
| Appendix C – Amended Stock Option Plan | C-1 |
| Appendix D – Statement of Executive Compensation | D-1 |
| Appendix E – Summary of Amended RSU Plan and Amended Stock Option Plan | E-1 |
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