Digi Power X Inc. filed a definitive proxy statement on November 2, 2026, calling shareholders to a virtual Annual General and Special Meeting on December 21, 2026, to vote on six proposals including a share class consolidation and equity plan amendments.

Key Highlights

  • Meeting date and format: The Annual Meeting will be held virtually on December 21, 2026, at 10:00 a.m. Eastern Time.
  • Share class consolidation proposed: Shareholders will vote on merging subordinate voting shares and proportionate voting shares into a single class of common shares, cancelling both existing classes.
  • Quorum change sought: A special resolution would raise the quorum requirement from 5% to 33 and one-third percent of issued and outstanding shares entitled to vote.
  • RSU Plan and Option Plan each capped at 10,139,668 shares: Both plans would replace rolling or existing limits with a fixed maximum representing approximately 10% of shares outstanding as of October 27, 2026.
  • Evergreen provision added: Beginning January 1, 2028, each plan's maximum could increase annually by up to 10% of the prior maximum, subject to Board approval.
  • Auditor ratification on the agenda: Shareholders will vote to ratify Davidson and Company LLP as independent auditor for the fiscal year ending December 31, 2026.
  • Board recommendation: The Board recommends shareholders vote "FOR ALL" on Proposal 1 and "FOR" on each of Proposals 2 through 6.

Digi Power X Proposes Structural Share Capital and Equity Plan Changes

Digi Power X Inc., a company headquartered at 110 Yonge Street, Suite 1601, Toronto, Ontario, and listed on the Nasdaq Stock Market and Cboe Canada, is soliciting shareholder approval for several governance and capital structure changes through its 2026 proxy statement. According to the filing, the company currently maintains two classes of voting shares, and Proposal 3 would consolidate these into a single class of common shares, with the subordinate voting shares and proportionate voting shares both cancelled as authorized share classes. The filing notes that a special resolution is required to effect this amendment to the Corporation's Articles of Incorporation and Notice of Articles.

The filing also discloses that 101,396,689 shares were issued and outstanding as of October 27, 2026. Under Proposals 5 and 6, the RSU Plan and Option Plan would each be amended to set a fixed maximum of 10,139,668 shares issuable, replacing prior limits. The filing illustrates the evergreen mechanism: if the Board approved the full annual increase on January 1, 2028, each plan's maximum would grow by 1,013,966 shares to 11,153,634 shares, representing approximately an additional 1% of shares outstanding as of October 27, 2026. Additional amendments to both plans include provisions for U.S. taxpayers and updates reflecting the Corporation's dual listings. The Option Plan would also receive a fixed termination date of January 18, 2034.

Proposal 4 would amend the Articles to increase the shareholder meeting quorum from 5% to 33 and one-third percent of issued and outstanding shares entitled to vote. Michel Amar, who serves as both Chairman of the Board of Directors and Chief Executive Officer, signed the letter to shareholders accompanying the proxy materials. The proxy statement also references the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which includes audited financial statements prepared under United States generally accepted accounting principles.

What Was Disclosed

Digi Power X Inc. filed a definitive proxy statement covering six shareholder proposals for its December 21, 2026 virtual annual meeting, including a share class consolidation, a quorum increase, amendments to both its RSU Plan and Option Plan, and ratification of Davidson and Company LLP as auditor.