Hyperscale Data, Inc DEFA14A, filed Sep 26, 2022
Hyperscale Data, Inc. (GPUS)
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
| Filed by the Registrant | x |
| Filed by a Party other than the Registrant | ¨ |
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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to § 240.14a-12 |
BITNILE HOLDINGS, 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): | |
| x | No fee required |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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1UPX01 - Milton C. Ault, III04 - Robert O. Smith07 - Mordechai Rosenberg02 - William B. Horne05 - Howard Ash03 - Henry Nisser06 - Jeffrey A. BentzForAgainstAbstainForAgainstAbstainForAgainstAbstainUsing a black inkpen, mark your votes with an Xas shown in this example.Please do not write outside the designated areas.03P5RB++qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qAnnualMeeting Proxy CardProposals ? The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3, 4, 5 , 6 and 7.A2. Approval of the ratification of Marcum LLP, as the Company'sindependent registered public accounting firm for the fiscalyear ending December 31, 2022.3. Approval, on a non-binding advisory basis, of the compensationof the Company's named executive officers.4. Approval of an amendment to the Company's Certificate ofIncorporation to increase the authorized shares of Class ACommon Stock from 500,000,000 to 1,250,000,000.5. Approval of the 2022 equity issuances to directors andexecutive officers of the Company, in order to comply with thelisting rules of the NYSE American.6. Approval of the acceleration of the vesting of certain unvestedstock grants made in August of 2021 to current members of theCompany's board of directors, consisting of an aggregate of1,000,000 shares of Common Stock, in order to comply with thelisting rules of the NYSE American.7. Approval of the BitNile Holdings, Inc. 2022 Stock Incentive Plan.1. Election of Directors:ForAgainstAbstainForAgainstAbstain000004MR A SAMPLEDESIGNATION (IF ANY)ADD 1ADD 2ADD 3ADD 4ADD 5ADD 6ENDORSEMENT_LINE______________ SACKPACK_____________1234 5678 9012 345MMMMMMMMMMMMMMMMMMMMMMMM553594MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 JNTC123456789MMMMMMMMMMMMMMMMMMMM000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 extIf no electronic voting, delete QR code and control #??You may vote online or by phone instead of mailing this card.OnlineGo to www.envisionreports.com/NILE orscan the QR code ? login details arelocated in the shaded bar below.Save paper, time and money! Sign up for electronic delivery atwww.envisionreports.com/NILEPhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaYour vote matters ? here's how to vote!
Small steps make an impact.Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/NILE11411 Southern Highlands Parkway, Ste 240Las Vegas, NV 89141(949) 444-5464THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe undersigned hereby appoints Milton C. Ault, III and William B. Horne, or any one of them, as proxy, with full power to appoint substitutes, and hereby authorizes Messrs. Ault and Horne, or any one of them, to representand to vote as designated below, all the shares of common stock of BitNile Holdings, Inc., held of record by the undersigned as of September 26, 2022, at the 2022 Annual Meeting of Stockholders to be held virtually, at 9:00a.m. Pacific time, on November 23, 2022, and any adjournments or postponements thereof, and hereby ratifies all that said proxies may do by virtue hereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED AND FOR 2,3, 4, 5, 6 AND 7.THE PROXY HOLDER WILL HAVE DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO OTHER BUSINESS WHICH PROPERLY MAY COME BEFORE THE MEETING, OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.PLEASE READ, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. (IF YOU VOTE BY INTERNET, PLEASE DO NOT MAILBACK THIS PROXY CARD).THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH.Proxy ? BITNILE HOLDINGS, INC.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qNon-Voting ItemsC++Change of Address ? Please print new address below.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Signature 1 ? Please keep signature within the box.Signature 2 ? Please keep signature within the box.Date (mm/dd/yyyy) ? Please print date below.Authorized Signatures ? This section must be completed for your vote to be counted. ? Date and Sign BelowBThe 2022 Annual Meeting of Shareholders of BitNile Holdings, Inc., will be held on Wednesday, November 23, 2022 at 9:00 am PT, virtually via the internet at meetnow.global/M6VN6FT.To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.
1UPX01 - Milton C. Ault, III04 - Robert O. Smith07 - Mordechai Rosenberg02 - William B. Horne05 - Howard Ash03 - Henry Nisser06 - Jeffrey A. BentzForAgainstAbstainForAgainstAbstainForAgainstAbstainUsing a black inkpen, mark your votes with an Xas shown in this example.Please do not write outside the designated areas.03P5SB++qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qAnnualMeeting Proxy CardProposals ? The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2, 3, 4, 5 , 6 and 7.A2. Approval of the ratification of Marcum LLP, as the Company'sindependent registered public accounting firm for the fiscalyear ending December 31, 2022.3. Approval, on a non-binding advisory basis, of the compensationof the Company's named executive officers.4. Approval of an amendment to the Company's Certificate ofIncorporation to increase the authorized shares of Class ACommon Stock from 500,000,000 to 1,250,000,000.5. Approval of the 2022 equity issuances to directors andexecutive officers of the Company, in order to comply with thelisting rules of the NYSE American.6. Approval of the acceleration of the vesting of certain unvestedstock grants made in August of 2021 to current members of theCompany's board of directors, consisting of an aggregate of1,000,000 shares of Common Stock, in order to comply with thelisting rules of the NYSE American.7. Approval of the BitNile Holdings, Inc. 2022 Stock Incentive Plan.1. Election of Directors:ForAgainstAbstainForAgainstAbstainMMMMMMMMM553594MMMMMMMMMMMMM
11411 Southern Highlands Parkway, Ste 240Las Vegas, NV 89141(949) 444-5464THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe undersigned hereby appoints Milton C. Ault, III and William B. Horne, or any one of them, as proxy, with full power to appoint substitutes, and hereby authorizes Messrs. Ault and Horne, or any one of them, to representand to vote as designated below, all the shares of common stock of BitNile Holdings, Inc., held of record by the undersigned as of September 26, 2022, at the 2022 Annual Meeting of Stockholders to be held virtually, at 9:00a.m. Pacific time, on November 23, 2022, and any adjournments or postponements thereof, and hereby ratifies all that said proxies may do by virtue hereof.THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED AND FOR 2,3, 4, 5, 6 AND 7.THE PROXY HOLDER WILL HAVE DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO OTHER BUSINESS WHICH PROPERLY MAY COME BEFORE THE MEETING, OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.PLEASE READ, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. (IF YOU VOTE BY INTERNET, PLEASE DO NOT MAILBACK THIS PROXY CARD).THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH.Proxy ? BITNILE HOLDINGS, INC.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q++Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Signature 1 ? Please keep signature within the box.Signature 2 ? Please keep signature within the box.Date (mm/dd/yyyy) ? Please print date below.Authorized Signatures ? This section must be completed for your vote to be counted. ? Date and Sign BelowB