ISS backs two ATG nominees for Empery Digital board
Institutional Shareholder Services (ISS) has recommended that Empery Digital Inc. (NASDAQ:EMPD) shareholders vote in favor of two board nominees proposed by activist investor ATG Capital Management LP, while withholding support for two incumbent directors at the upcoming October 14 annual meeting. The proxy advisory firm supports the nominees Gabriel D. Gliksberg and Aaron T. Morris, as well as urging stockholders to vote against the company's equity incentive plan.
ATG Capital, which holds a significant stake in Empery Digital, has nominated four candidates for the board, urging shareholders to vote for all four of them. ISS criticized the board's decision to reject the dissident nominations, suggesting it was an unjustified substitution of the board's judgment over that of shareholders. The Delaware Chancery Court previously ruled that Empery Digital's board improperly invalidated ATG Capital's director nominations.
ISS raised concerns about shareholder communications, citing inconsistencies in statements about a March 23 registered direct offering and the disclosure of related party transactions. ATG Capital founder and managing member, Gabi Gliksberg, stated that the company spent over $20 million of shareholders' money to prevent its nominees from being placed on the ballot.
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