Applied Digital Corp
For the period ended Oct 22, 2024. Filed Oct 23, 2024.
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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.
Oct 22, 2024 · Filed Oct 23, 2024
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DEF 14A 1 formdef14a.htm
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 |
(Name of Registrant as Specified in its Charter)
(Name(s) of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computer on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
3811 Turtle Creek Blvd., Suite 2100
Dallas, Texas 75219
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on November 20, 2024
To the Stockholders of Applied Digital Corporation:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Applied Digital Corporation (the “Company”) to be held on November 20, 2024, at 12:00 p.m., Eastern Time. The Annual Meeting will be held virtually via the Internet at www.virtualshareholdermeeting.com/APLD2024. You will not be able to attend the Annual Meeting at a physical location. At the Annual Meeting, stockholders will act on the following matters:
| ● | To elect six director nominees to serve as directors until the next annual meeting of stockholders (“Proposal 1”); |
|---|---|
| ● | To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2025 (“Proposal 2”); |
| ● | To approve, on an advisory basis, the executive compensation of the Company’s named executive officers as described in the attached proxy statement (“Proposal 3”); |
| ● | To approve the Company’s 2024 Equity Compensation Plan and the reservation of 10,000,000 shares of common stock for issuance thereunder (“Proposal 4”); |
| ● | To approve, for the purpose of complying with the applicable provisions of The Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule 5635, the potential issuance of shares of our common stock issuable upon conversion of our Series F Convertible Preferred Stock (“Proposal 5”); |
| ● | To approve an amendment to the Company’s Second Amended and Restated Articles of Incorporation, as amended (the “Articles”, to increase the number of shares of common stock and the number of shares of preferred stock authorized for issuance thereunder (“Proposal 6”); |
| ● | To approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals (“Proposal 7”); and |
| ● | To consider any other matters that may properly come before the Annual Meeting, including any adjournment or postponement thereof. |
Only holders of our common stock, par value $0.001 per share, of record at the close of business on September 27, 2024, are entitled to receive notice of and to vote at the Annual Meeting or any postponement or adjournment thereof.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote electronically via the Internet or by telephone, or please complete, sign, date and return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope. If you attend the Annual Meeting and prefer to vote during the Annual Meeting, you may do so even if you have already voted your shares. You may revoke your proxy in the manner described in the proxy statement at any time before it has been voted at the Annual Meeting.
By Order of the Board of Directors
/s/ Wes Cummins
Wes Cummins
Chief Executive Officer and Chairman of the Board of Directors
October 22, 2024
Dallas, TX
PROXY STATEMENT
TABLE OF CONTENTS
| GENERAL INFORMATION | 1 |
|---|---|
| PROPOSAL 1 | 6 |
| CORPORATE GOVERNANCE | 9 |
| Board of Directors Composition | 10 |
| Board of Directors Meetings | 11 |
| Director Independence | 11 |
| Board Committees | 12 |
| Stockholder Nominations for Directorships | 15 |
| Board Leadership Structure and Role in Risk Oversight | 15 |
| Stockholder Communications | 15 |
| Code of Business Conduct and Ethics | 15 |
| Anti-Hedging Policy | 15 |
| EXECUTIVE OFFICERS | 16 |
| EXECUTIVE COMPENSATION | 17 |
| Summary Compensation Table | 19 |
| Employment Agreements | 19 |
| Outstanding Equity Awards at Fiscal Year End | 22 |
| PAY VERSUS PERFORMANCE | 23 |
| DIRECTOR COMPENSATION | 27 |
| EQUITY COMPENSATION PLAN INFORMATION | 28 |
| REPORT OF THE AUDIT COMMITTEE | 29 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 30 |
| TRANSACTIONS WITH RELATED PERSONS | 31 |
| PROPOSAL 2 | 33 |
| PROPOSAL 3 | 34 |
| PROPOSAL 4 | 35 |
| PROPOSAL 5 | 41 |
| PROPOSAL 6 | 46 |
| PROPOSAL 7 | 49 |
| STOCKHOLDER PROPOSALS | 50 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 52 |
| OTHER MATTERS | 53 |
| APPENDIX A | A-1 |
| APPENDIX B | B-1 |
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PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
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