MGTE DEF 14A

Marblegate Capital Corp (MGTE)

DEF 14A 2026-04-29 For: 2026-06-11

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Added on June 12, 2026

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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

☐	Definitive additional materials.

☐	Soliciting material under Rule 14a-12.


☒	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


		PAGE

GENERAL INFORMATION		4
	Information Contained in This Proxy Statement	4
	Important Notice Regarding the Availability of Proxy Materials	4
	Record Date and Shares Entitled to Vote	5
	Voting Process	5
	Providing and Revoking Proxies	5
	Attendance at the Annual Meeting	6
	Conduct at the Meeting	6
	Voting Requirements for Each of the Proposals	6
	Quorum	7
	Broker Non-Votes and Abstentions	7
	Board Voting Recommendations	8
	Mailing Costs and Solicitation of Proxies	8
	Inspector of Voting	8
	Stockholders Entitled to Vote at the Meeting	8
	Voting Instructions	8
	Confidential Voting	8
	Stockholder of Record and Shares Held in Brokerage Accounts	8
	How to Change Your Vote After Submitting a Proxy or Voting Instruction Form	9
	Multiple Stockholders Sharing the Same Address	9
	Voting Results	9
	Company Mailing Address	9
	Payment for Proxy Solicitation	9
DEFINITIONS		10
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		11
REFERENCES TO ADDITIONAL INFORMATION		12
VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS		13
CORPORATE GOVERNANCE		14
	Controlled Company Exception	14
	Board’s Role in Risk Oversight	14
	Board and Committee Meetings and Director Attendance	16
	Board Composition	16
	Director Independence	16
	Board Committees	16
	Audit Committee	17
	Compensation Committee	17
	Nominating and Corporate Governance Committee	18
	Director Nominations	18
	Compensation Committee Interlocks and Insider Participation	19
	Communications with the Board	19
	Related Person Policy of the Company	19
	Code of Conduct and Ethics	19
	Insider Trading Policy	20


INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS		21
	Family Relationships	23
	Involvement in Certain Legal Proceedings	23
EXECUTIVE COMPENSATION		24
	Overview	24
	Compensation of NEOs	24
	Compensation Arrangements with the Manager	24
	2025 Summary Compensation Table	25
	Outstanding Equity Awards at 2025 Fiscal Year End	25
	Potential Payments Upon Termination or Change in Control	25
	Director Compensation	25
	2025 Director Compensation Table	25
EQUITY COMPENSATION PLAN INFORMATION		27
	Equity Compensation Plan Information	27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.		28
	Security Ownership of Certain Beneficial Owners and Management	28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE		31
	Policies and Procedures for Approval of Related Person Transactions	31
	Relationships and Transactions with Directors, Executive Officers and Significant Stockholders	31
	Indemnification of Directors and Officers	34
	Director Independence	34
PROPOSAL 1 ELECTION OF DIRECTORS		35
	General	35
	General Director Qualifications	35
	Vote Required To Elect the Director Nominees; Recommendation of the Board	35
PROPOSAL 2 ADOPTION OF THE MARBLEGATE CAPITAL CORPORATION		36
2026 EQUITY INCENTIVE PLAN		36
	General Information	36
	General Information About The 2026 Plan	36
	Shares Available Under the 2026 Plan; Limited Evergreen Provision	36
	Administration	37
	Eligibility	37
	Limit on Non-Employee Director Compensation	38
	Option Terms	38
	Restricted Stock Unit Awards	39
	Restricted Stock Awards	40
	Stock Appreciation Rights	40
	General Performance Award Provisions	40
	Performance Stock Awards	40
	Performance Unit Awards	41
	Other Stock- or Cash-Based Awards	41
	Dividend Equivalents	41
	Tax Withholding Adjustments	41
	Changes to Capital Structure	41
	Change of Control	42
	Double-Trigger Acceleration Following Change in Control	42


	Substitute Awards	42
	No Repricing; No Cancellation and Re-Grant of Stock Options or Stock Appreciation Rights	43
	Clawback and Forfeiture Provisions	43
	Duration; Termination of the 2026 Plan	43
	Federal Income Tax Consequences	43
	Awards planned under the 2026 Plan	44
	Interests of Directors or Officers	44
	Required Vote; Recommendation of the Board	44
PROPOSAL 3 RATIFICATION OF APPOINTMENT OF AUDITORS		45
	General	45
	Change in Auditors	45
	Audit Fees	46
	Current Auditor Fees and Services	46
	Former Principal Accountant Fees and Services	46
	Pre-Approval Policies	47
	Required Vote; Recommendation of the Board	47
PROPOSAL 4 THE ADJOURNMENT PROPOSAL		48
	General	48
	Required Vote; Recommendation of the Board	48
AUDIT COMMITTEE REPORT		49
	Report of the Audit Committee of the Board	49
STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING		50
	Proxy Statement Proposals	50
	Other Proposals and Nominations	50
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS		51
ANNUAL REPORT		51
ADDITIONAL FILINGS		51
OTHER MATTERS		52
COMPANY CONTACT INFORMATION		53
APPENDIX A		A-1


Proposal		Vote Required	Broker Discretionary Voting Allowed
1)	To consider and vote upon the appointment of Harvey Golub, Sarah E. Feinberg, Frederick C. Herbst, Meera Joshi and Andrew Milgram to our Board of Directors (“Board”), to serve until the 2027 annual meeting of stockholders and thereafter until their successors are elected and qualified (the “Board Proposal”);	Plurality of the votes cast	No
2)	To approve and adopt the Marblegate Capital Corporation 2026 Equity Incentive Plan (the “Equity Plan Proposal”);	Majority of the votes cast	No
3)	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Proposal”); and	Majority of the votes cast	Yes
4)	To approve an adjournment or postponement of the Meeting, if necessary, to solicit additional proxies, if there are not sufficient votes in favor of the Board Proposal, Equity Plan Proposal or Auditor Proposal (the “Adjournment Proposal”).	Majority of the votes cast	No


Proposal		Recommendation of the Board
1.	To consider and vote upon the appointment of Harvey Golub, Sarah E. Feinberg, Frederick C. Herbst, Meera Joshi and Andrew Milgram to our board of directors (“Board”), to serve until the 2027 annual meeting of stockholders and thereafter until their successors are elected and qualified (the “Board Proposal”);	“For All”
2.	To approve and adopt the Marblegate Capital Corporation 2026 Equity Incentive Plan (the “Equity Plan Proposal”);	“For”
3.	To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026 (the “Auditor Proposal”); and	“For”
4.	To approve an adjournment or postponement of the Meeting, if necessary, to solicit additional proxies, if there are not sufficient votes in favor of the Board Proposal, Equity Plan Proposal or Auditor Proposal (the “Adjournment Proposal”).	“For”


Name	Age	Position(s) Held
Andrew Milgram	52	Chief Executive Officer and Director
Paul Arrouet	55	President
Michael Hutchby	48	Chief Financial Officer
Sarah E. Feinberg	48	Director
Harvey Golub	86	Independent Director
Frederick C. Herbst	68	Independent Director
Meera Joshi	57	Independent Director


Name (1)(2)(3)	Fees Earned or Paid in Cash ($)(5)		Total ($)(6)
Meera Joshi(4)	$	105,908	$	105,908
Sarah E. Feinberg	$	110,027	$	110,027
Harvey Golub	$	110,027	$	110,027
Frederick C. Herbst	$	110,027	$	110,027


Name and Address of Beneficial Owner(1)	# Shares of Common Stock Beneficially Owned		% of Total Voting Power
Directors and Executive Officers
Andrew Milgram(2)		66,164,140		89.3	%
Paul Arrouet(2)		66,164,140		89.3	%
Michael Hutchby		-		-
Sarah E. Feinberg		-		-
Harvey Golub(3)		317,141		*
Frederick C. Herbst		-		-
Meera Joshi		-		-

All Directors and Executive Officers as a Group (5 Individuals)		66,481,281		89.7	%
Five Percent Holders
Marblegate Special Opportunities Master Fund, L.P.(4)		13,723,857		18.5	%
Marblegate Strategic Opportunities Master Fund I, L.P.(5)		13,793,655		18.7	%
Marblegate Tactical III Master Fund I, L.P.(6)		8,660,253		11.7	%
Marblegate Cobblestone Master Fund I, L.P.(7)		8,744,568		11.8	%
Marblegate Tactical III Master Fund II, L.P.(8)		17,293,702		23.4	%


	December 31, 2025
Deloitte
Audit Fees	$	760,000
Agreed-Upon-Procedures Fees	$	25,500
Tax Fees	$	210,000
All Other Fees	$	-
Total	$	995,500


	Year Ended
	December 31, 2024(1)		December 31, 2023(2)
Audit Fees		18,000		18,000
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total		18,000		18,000


		Audit Committee of the Board of Marblegate Capital Corporation

MGTE DEF 14A

ARTICLE 1.

PURPOSE

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

2.4 “Award” means an Option, a Stock Appreciation Right, a Restricted Stock award, a Restricted Stock Unit award, a Performance Stock award, a Performance Stock Unit award, an Other Stock- or Cash-Based Award, or a Dividend Equivalent award, which may be awarded or granted under the Plan.

2.6 “Board” means the Board of Directors of the Company.

2.8 “Change in Control” means and includes each of the following, unless provided otherwise in a Holder’s applicable Award Agreement:

2.9 “Code” means the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award.

2.10 “Committee” means the Compensation Committee of the Board, or another committee or subcommittee of the Board or the Compensation Committee of the Board described in Article 13 hereof.

2.11 “Common Stock” means the common stock of the Company, par value $0.0001 per share.

2.12 “Company” has the meaning set forth in Article 1.

2.13 “Consultant” means any consultant or adviser engaged to provide services to the Company or any Subsidiary who qualifies as a consultant or advisor under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.

2.14 “Data” has the meaning set forth in Section 12.8.

2.15 “Director” means a member of the Board, as constituted from time to time.

2.16 “Director Limit” has the meaning set forth in Section 4.6.

2.17 “Dividend Equivalent” means a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 11.2.

2.18 “DRO” means a “domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.

2.19 “Effective Date” means the date the Company’s stockholders approved this Plan if such stockholder approval occurs before the first anniversary of the date the Plan is adopted by the Board.

2.20 “Eligible Individual” means any person who is an Employee, a Consultant, or a Non‑Employee Director, as determined by the Administrator.

2.21 “Employee” means any officer or other employee (as determined in accordance with Section 3401(c) of the Code and the Treasury Regulations thereunder) of the Company or of any Subsidiary.

2.23 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

2.24 “Fair Market Value” means, as of any given date, the value of a Share determined as follows:

2.27 “Holder” means a person who has been granted an Award.

2.28 “Incentive Stock Option” means an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code.

2.30 “Non-Employee Director” means a Director of the Company who is not an Employee.

2.31 “Non-Employee Director Equity Compensation Policy” has the meaning set forth in Section 4.6.

2.32 “Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.

2.34 “Option Term” has the meaning set forth in Section 5.4.

2.36 “Other Stock- or Cash-Based Award” means a cash payment, cash bonus award, stock payment, stock bonus award, performance award, or incentive award that is paid in cash, Shares, or a combination of both, awarded under Section 11.1.

2.41 “Plan” has the meaning set forth in Article 1.

2.42 “Program” means any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.

2.43 “Performance Stock” means Common Stock awarded under Article 7 that is subject to certain performance-based restrictions and may be subject to risk of forfeiture or repurchase.

2.44 “Performance Stock Units” means the right to receive Shares, or in the sole discretion of the Administrator, an amount in cash (or a combination of cash and Common Stock) equal to the Fair Market Value of such Shares, awarded under Article 8.

2.45 “Restricted Stock” means Common Stock awarded under Article 9 that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase.

2.46 “Restricted Stock Units” means the right to receive Shares, or in the sole discretion of the Administrator, an amount in cash (or a combination of cash and Common Stock) equal to the Fair Market Value of such Shares, awarded under Article 10.

2.47 “Section 409A” means Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the Effective Date.

2.48 “Securities Act” means the Securities Act of 1933, as amended.

2.49 “Share Limit” has the meaning set forth in Section 3.1(a).

2.50 “Shares” means shares of Common Stock.

2.52 “SAR Term” has the meaning set forth in Section 5.4.

2.55 “Termination of Service” means:

ARTICLE 3.

SHARES SUBJECT TO THE PLAN

3.1 Number of Shares.

ARTICLE 4.

GRANTING OF AWARDS

4.5 Foreign Holders. Notwithstanding any provision of the Plan or applicable Program to the contrary, in order to comply with the laws in countries other than the United States in which the Company

4.6 Non-Employee Director Awards.

ARTICLE 5.

GRANTING OF OPTIONS AND STOCK APPRECIATION RIGHTS

or Stock Appreciation Right that is unexercisable at a Holder’s Termination of Service shall automatically expire on the date of such Termination of Service.

ARTICLE 6.

EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS

ARTICLE 7.

AWARD OF PERFORMANCE STOCK

the Holder shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof with the Internal Revenue Service.

ARTICLE 8.

AWARD OF PERFORMANCE STOCK UNITS

8.1 Grant of Performance Stock Units. The Administrator is authorized to grant Awards of Performance Stock Units to any Eligible Individual selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.

ARTICLE 9.

AWARD OF RESTRICTED STOCK

ARTICLE 10.

AWARD OF RESTRICTED STOCK UNITS

10.1 Grant of Restricted Stock Units. The Administrator is authorized to grant Awards of Restricted Stock Units to any Eligible Individual selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator.

the Holder’s duration of service to the Company or any Subsidiary, one or more Performance Criteria, Company performance, individual performance, or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Administrator.

ARTICLE 11.

AWARD OF OTHER STOCK- OR CASH-BASED AWARDS AND DIVIDEND EQUIVALENTS

ARTICLE 12.

ADDITIONAL TERMS OF AWARDS

12.3 Transferability of Awards.

12.4 Conditions to Issuance of Shares.

pursuant to Section 14.2), or (c) take any other action with respect to an Option or Stock Appreciation Right that would be treated as a repricing under the rules of the principal securities exchange on which the Shares are listed.

ARTICLE 13.

ADMINISTRATION

13.4 Authority of Administrator. Subject to the Organizational Documents, any specific designation in the Plan and Applicable Law, the Administrator has the exclusive power, authority, and sole discretion to:

13.5 Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program or any Award Agreement, and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all persons.

ARTICLE 14.

MISCELLANEOUS PROVISIONS

14.1 Amendment, Suspension, or Termination of the Plan.