Annual General Meeting Transcript - EMPD 2026-10-14

Operator

Hello, and welcome to the 2026 Annual Meeting of Stockholders of Empree Digital, Inc. Please note today's meeting is being recorded. Now, it's my pleasure to turn today's meeting over to Ryan Lane, Chair of the Board of Directors of Empree Digital, Inc. The floor is yours.

Ryan Lane, Chairman

Thank you. This Annual Meeting of Stockholders of Empree Digital is called to order. I am Ryan Lane, Co-CEO and Chair of the Board of Directors of Empree Digital. I cordially welcome you to today's meeting. This annual meeting is being conducted online via live webcast. You may submit any questions at any time during the meeting using the field provided for questions in the web portal. Any questions pertinent to the company and the matters before this meeting will be addressed during the question and answer period. Mr. Greg Endo, Chief Financial Officer, will act as secretary of this meeting, and Michael Barbera from First Coast Results will act as inspector of elections. Mr. Endo, will you present the list of stockholders entitled to vote at this meeting, and will as well as evidence that the notice of this meeting was given to stockholders?

Greg Endo, CFO

Thanks, Ryan. I present a complete list of stockholders of the company entitled to vote at this meeting, being the stockholders of record at the close of business on September 2, This list has also been kept on file at the company's offices at 2512, West Pecan Street, Unit 230, Pflugerville, Texas, 78660, for a period of 10 days ending on the day before the meeting date and has been open to the examination of any stockholder for any purpose to remain to the meeting at any time during ordinary business hours. Further, I present the following documents relating to the calling and convening of this meeting. First, a notice, proxy statement, and proxy. Second, an affidavit from Broadridge that such a notice, proxy statement, and proxy were mailed to the stockholders of record at the close of business on or about September 2, 2026 that were entitled to notice of the meeting.

Operator

Thank you, Greg.

Ryan Lane, Chairman

I accept these documents as tendered in order that they be filed with the minutes of this meeting. The company has appointed Michael Barbera from First Coast Results to act as inspector of elections at this meeting. As inspector, Mr. Barbera will ascertain the number of shares outstanding and the voting power of each. Determine the shares represented at the meeting and the validity of proxies and the ballots. Count all votes and ballots and report this meeting his determination of the number of shares represented at this meeting. Afterwards, he will certify his final count of all votes and ballots. Will any attendees who have not yet registered their attendance for First Coast results, please register now.

Operator

Michael, would you please present the attendance report?

Michael Barbera, Analyst — Inspector of Elections, First Coast Results

As election inspector, I report that there are present at this meeting, in person and by proxy, The holders of at least 9,386,704 shares of the company's common stock have a total of 28,160,111 shares of common stock outstanding and entitled to vote as of the record date of September 2, 2026. Thus, over 33% of the outstanding shares of the company entitled to be voted are present in person or by proxy at this meeting.

Ryan Lane, Chairman

On the basis of the report of the Inspector of Elections, I declare a quorum is present in accordance with Section 2.7 of the bylaws and that this meeting is now open for business. Mr. Endo, were there any stockholder nominations or proposals for business for this meeting properly submitted by the Secretary in advance of this meeting as provided by the bylaws?

Greg Endo, CFO

ATG Capital Management LP, or ATG Capital, has delivered notice to the Secretary of the Company of its intention to nominate four candidates for election as directors of the Company's Board of Directors at this meeting, and ATG Capital's four nominees are standing for election at this meeting. No other stockholder nominations or proposals for business were properly submitted.

Ryan Lane, Chairman

Thank you, Greg. In accordance with the procedures agreed between the Company and ATG Capital for this meeting, the Board's nine nominees and ATG's four nominees are deemed duly placed in nominations for election of directors, and each of the other proposals set forth in the proxy materials is deemed duly presented. No motion or second is required, and no other proposal would be considered at this meeting. The business of this annual meeting is limited to the three following matters that were set forth in the Company's Notice of Meetings and Proxy Statement. The election of nine directors, the approval of the 2025 stock plan proposal, and the ratification of the appointment of Malone Bailey LLP as a company's independent public accounting firm. As said forth in the notice and as more described in the proxy statement, the first scheduled item of business will be conducted in the election of the nine directors. The board of directors has nominated Ryan Lane, John Kim, Jonathan Foster, Oren Olson, Adrian Soligard, Ian Reed, Matthew Homer, Rohan Shuhan, and E. Taylor Robinson, as the board recommends that stockholders vote for each of the board nominees and withhold each of the ATG Capital nominees. ATG Capital's nominees, James C. Ellibor, Gabrielle D. Glicksburg, Meredith S. Kirschbaum, and Aaron T. Morris have been placed in a nomination at this meeting, are also standing for election. Stockholders may vote for up to nine nominees in total from among the board nominees and ATG capital nominees. The nine nominees receiving the highest number of four votes will be elected. Each elected director's term will expire at the annual meeting of the stockholders to be held in 2027 or upon earlier resignation or such time as their representative successors are elected and qualified. There being no stockholder nominations properly filed with the Secretary other than that of ATG Capital, as set forth in the company's notice and as more fully described in the proxy statement, the second scheduled item of business is to be conducted is to be approved of the EMPRE Digital 2025 Equity Incentive Plan, the 2025 Stock Plan Proposal. The Board recommends that stockholders vote for the approval of the 2025 Stock Plan Proposal. As set forth in the company's notice and more fully described as a proxy statement, the third scheduled item of business is to be conducted in the ratification of the appointment of Malone Bailey LLP as the company's independent registered public accounting firm for the fiscal year ended December 31st, 2026, and the review of the company's quarterly financial statements for the fiscal quarters ending March 31st, 2027, June 30th, 2027, and September 30th, 2027. The board recommends that stockholders vote for the ratification of the appointment of independent auditors. A representative for Malone Bailey LLP is participating online today at this meeting. At this time, please proceed to submit your votes pursuant to the online meeting website.

Operator

We will now, if you have not voted, please do so now. If you want to change your vote, please do so now.

Operator

The polls are open.

Ryan Lane, Chairman

The polls for voting on matters before this annual meeting are hereby closed at this time. Mr. Enmo, would you please address the procedure for announcing the voting results?

Greg Endo, CFO

Thank you, Ryan. The Inspector of Elections will now complete the tabulation of votes passed at this meeting. Once the final votes have been counted, the Inspector will provide the results, and the company will announce the results in a current report on Form 8K filed with the Securities and Exchange Commission.

Operator

Thank you, Greg.

Ryan Lane, Chairman

Michael, please safeguard the ballots, proxies, and the oath of the end report and certificate of the inspector of election and maintain them among records of the company.

Operator

We will now address questions submitted by stockholders through the web portal that are pertinent to the company and the matters before this meeting.

Operator

Brian, I'm confirming that there were no questions submitted.

Ryan Lane, Chairman

The only scheduled items of business to be conducted at this meeting. I declare that there is no further business to be brought before this meeting. I want to take the opportunity to thank the stockholders for their continued support and thank everyone for coming to the meeting.

Operator

There being no further business, I declare the meeting concluded.

Ryan Lane, Chairman

The 2026 annual meeting of stockholders of the company is hereby adjourned. Thank you for coming. This concludes our meeting today.

Operator

You may now disconnect.