Hyperscale Data Sets Virtual Annual Meeting, Seeks Approval for 2025 Stock Plan
Ticker: GPUS-PD · Form: DEF 14A · Filed: Dec 4, 2025 · CIK: 896493
Sentiment: mixed
Topics: Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Stock Incentive Plan, Shareholder Vote, Director Election
Related Tickers: GPUS-PD
TL;DR
**GPUS-PD's virtual meeting on Dec 29th is a must-watch for shareholders, with the 2025 Stock Incentive Plan posing potential dilution risks that could outweigh executive compensation votes.**
AI Summary
Hyperscale Data, Inc. (GPUS-PD) is holding its Annual Meeting of Stockholders virtually on December 29, 2025, at 12:00 P.M. Eastern Time. Key proposals include the election of six director nominees, ratification of CBIZ CPAs P.C. as the independent auditor for fiscal year 2025, a non-binding advisory vote on named executive officer compensation, and a non-binding advisory vote on a 'Three Years' frequency for future executive compensation votes. Crucially, stockholders will also vote on the approval of the Hyperscale Data, Inc. 2025 Stock Incentive Plan and an adjournment proposal. As of the December 1, 2025 record date, there were 323,323,914 shares of Class A Common Stock and 24,468,726 shares of Class B Common Stock outstanding, alongside various preferred stock series. Ault & Company, Inc. holds significant voting power, controlling 152,758,430 votes, while SJC Lending LLC holds 1,229,508 votes. A quorum requires 35% of the 574,927,227 aggregate eligible votes, or 201,224,530 votes.
Why It Matters
This DEF 14A filing outlines critical governance decisions for Hyperscale Data, Inc., directly impacting investor confidence and executive incentives. The approval of the 2025 Stock Incentive Plan could significantly dilute existing shareholder value if not managed prudently, while also being crucial for attracting and retaining top talent in the competitive data center industry. The 'Say-on-Pay' and 'Frequency' proposals offer investors a voice on executive compensation, a key area of shareholder activism. The election of six directors will shape the company's strategic direction and oversight, particularly important as Hyperscale Data navigates a rapidly evolving market dominated by giants like Amazon Web Services and Microsoft Azure.
Risk Assessment
Risk Level: medium — The approval of the 2025 Stock Incentive Plan (SIP Proposal) introduces potential dilution risk for existing shareholders, as new equity awards could increase the total share count. Additionally, the significant voting power held by Ault & Company, Inc. (152,758,430 votes out of 574,927,227 total eligible votes) and SJC Lending LLC (1,229,508 votes) could concentrate control, potentially limiting the influence of other shareholders on key proposals.
Analyst Insight
Investors should carefully review the details of the 2025 Stock Incentive Plan to understand its potential dilutive impact and vote accordingly. Engage with the 'Say-on-Pay' and 'Frequency' proposals to signal your stance on executive compensation practices, and consider the implications of the director nominees on future company governance.
Key Numbers
- 2025-12-29 — Annual Meeting Date (Date of the virtual Annual Meeting of Stockholders)
- 12:00 P.M. Eastern Time — Meeting Time (Scheduled start time for the virtual Annual Meeting)
- 2025-12-01 — Record Date (Date for determining stockholders entitled to vote)
- 6 — Director Nominees (Number of directors proposed for election)
- 323,323,914 — Class A Common Stock Shares (Shares issued and outstanding as of Record Date)
- 24,468,726 — Class B Common Stock Shares (Shares issued and outstanding as of Record Date)
- 177,129,633 — Preferred Stock Convertible to Class A Common (Shares of Class A Common Stock convertible from Preferred Stock)
- 574,927,227 — Aggregate Eligible Voting Capital Stock (Total votes entitled to be cast at the Meeting)
- 201,224,530 — Quorum Votes (35% of aggregate eligible votes required for a quorum)
- 152,758,430 — Ault & Company, Inc. Voting Power (Combined voting power held by Ault & Company, Inc. as of Record Date)
Key Players & Entities
- Hyperscale Data, Inc. (company) — Registrant
- Milton C. Ault III (person) — Executive Chairman and proxy representative
- William B. Horne (person) — Chief Executive Officer and proxy representative
- Henry Nisser (person) — President and General Counsel and proxy representative
- CBIZ CPAs P.C. (company) — Independent registered public accounting firm
- Ault & Company, Inc. (company) — Owner of significant Preferred Stock and voting power
- SJC Lending LLC (company) — Owner of Series B Preferred Stock
- SEC (regulator) — Securities and Exchange Commission
- NYSE American (regulator) — Exchange for compliance regulations
- $107.625 (dollar_amount) — Conversion price for Series C Preferred Stock
FAQ
When is Hyperscale Data, Inc.'s Annual Meeting of Stockholders?
Hyperscale Data, Inc.'s Annual Meeting of Stockholders is scheduled for December 29, 2025, at 12:00 P.M. Eastern Time. It will be held in a virtual meeting format only, accessible via meetnow.global/MVCWGJR.
What are the key proposals for Hyperscale Data, Inc.'s 2025 Annual Meeting?
The key proposals include the election of six director nominees, ratification of CBIZ CPAs P.C. as the independent auditor for fiscal year 2025, a non-binding advisory vote on named executive officer compensation, a non-binding advisory vote on a 'Three Years' frequency for future advisory votes on executive compensation, and the approval of the Hyperscale Data, Inc. 2025 Stock Incentive Plan.
Who is entitled to vote at the Hyperscale Data, Inc. Annual Meeting?
Only stockholders of record at the close of business on December 1, 2025, the record date for the Meeting, are entitled to vote. Stockholders are entitled to one vote for each share of Class A Common Stock and ten votes for each share of Class B Common Stock held.
What is the quorum requirement for Hyperscale Data, Inc.'s Annual Meeting?
A quorum for the Meeting requires thirty-five percent (35%) of the 574,927,227 aggregate number of votes entitled to be cast, which amounts to 201,224,530 votes.
What is the significance of the 2025 Stock Incentive Plan for Hyperscale Data, Inc. shareholders?
The approval of the Hyperscale Data, Inc. 2025 Stock Incentive Plan (SIP Proposal) is significant because it could lead to potential dilution of existing shareholder value through the issuance of new equity awards. Shareholders should review the plan details to understand its impact on their ownership percentage.
How does Ault & Company, Inc. influence voting at Hyperscale Data, Inc.?
Ault & Company, Inc. holds substantial voting power, with 152,758,430 votes as of the record date, derived from its holdings of Class A Common Stock, Class B Common Stock, and various series of Preferred Stock. This significant stake gives them considerable influence over the outcome of proposals.
What is the purpose of the 'Say-on-Pay' proposal for Hyperscale Data, Inc.?
The 'Say-on-Pay' proposal allows stockholders to cast a non-binding advisory vote on the compensation of Hyperscale Data, Inc.'s named executive officers. This provides shareholders with an opportunity to express their approval or disapproval of the company's executive compensation practices.
What is a 'broker non-vote' and how does it affect Hyperscale Data, Inc.'s proposals?
A 'broker non-vote' occurs when a broker holding uninstructed shares for a beneficial owner does not vote on a non-routine matter because they lack discretionary voting power. For Hyperscale Data, Inc.'s meeting, all proposals are considered non-routine, meaning broker non-votes will not be counted as present for voting purposes and will have no effect on the outcome of the vote, though they count towards a quorum.
Where can Hyperscale Data, Inc. stockholders find the proxy materials online?
Hyperscale Data, Inc. stockholders can view the Notice of Meeting, Proxy Statement, and accompanying proxy card online at www.envisionreports.com/GPUS for registered holders and http://www.edocumentview.com/GPUS for street holders.
Who are the proxy representatives for Hyperscale Data, Inc.'s Annual Meeting?
The persons named in the form of proxy to represent and vote shares at the Meeting are Milton C. 'Todd' Ault, III, the Company’s Executive Chairman, William B. Horne, its Chief Executive Officer, and Henry Nisser, its President and General Counsel.
Industry Context
Hyperscale Data, Inc. operates within the data center and cloud infrastructure sector, a rapidly growing but highly competitive market. Key trends include increasing demand for data storage and processing power driven by AI, big data analytics, and cloud adoption. The industry faces significant capital expenditure requirements and is subject to rapid technological advancements.
Regulatory Implications
The company must comply with SEC regulations regarding proxy solicitations and corporate governance disclosures, as evidenced by this DEF 14A filing. Potential regulatory shifts in data privacy and cybersecurity could also impact operations and require ongoing compliance efforts.
What Investors Should Do
- Review the director nominees and vote for or against their election.
- Vote on the ratification of CBIZ CPAs P.C. as the independent auditor.
- Consider the advisory vote on executive compensation and the frequency of future votes.
- Evaluate and vote on the approval of the Hyperscale Data, Inc. 2025 Stock Incentive Plan.
Key Dates
- 2025-12-29: Annual Meeting of Stockholders — Date for voting on key company proposals, including director elections, auditor ratification, executive compensation, and stock incentive plans.
- 2025-12-01: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
- 2025-12-31: Fiscal Year End — The period for which CBIZ CPAs P.C. is being ratified as the independent auditor.
Glossary
- DEF 14A
- A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information for the annual meeting of stockholders. (This document contains all the information presented in this analysis, including proposals, executive compensation, and security ownership.)
- Class A Common Stock
- A class of common stock issued by Hyperscale Data, Inc. (Represents a significant portion of the voting power, with 323,323,914 shares outstanding as of the record date.)
- Class B Common Stock
- Another class of common stock issued by Hyperscale Data, Inc. (Represents 24,468,726 shares outstanding as of the record date, contributing to the total voting capital.)
- Quorum
- The minimum number of votes required to be present at a meeting for business to be legally transacted. (A quorum requires 201,224,530 votes (35% of aggregate eligible votes), which is crucial for the validity of the meeting's decisions.)
- Say-on-Pay Proposal
- A non-binding advisory vote by shareholders on the compensation of the company's named executive officers. (Shareholders will vote on the compensation of Hyperscale Data, Inc.'s executives.)
- 2025 Stock Incentive Plan
- A plan proposed for shareholder approval that allows the company to grant stock options and other equity-based awards to employees and directors. (Shareholders are voting on the approval of this plan, which is a key component of executive and employee compensation.)
Year-Over-Year Comparison
This analysis is based on the current DEF 14A filing and does not contain comparative data from a previous filing. Therefore, a comparison of key metrics such as revenue growth, margin changes, or new risks cannot be provided at this time.
Filing Stats: 4,743 words · 19 min read · ~16 pages · Grade level 12.6 · Accepted 2025-12-04 16:30:13
Key Financial Figures
- $0.001 — rsquo;s Class B Common Stock, par value $0.001 per share (the “ Class B Common S
- $107 — titled to cast, shall not be lower than $107.625, which represents the closing sale
- $6 — titled to cast, shall not be lower than $6.244, which represents the closing sale
- $0 — titled to cast, shall not be lower than $0.72, which represents the closing sale p
- $2 — titled to cast, shall not be lower than $2.44, which represents the closing sale p
Filing Documents
- i124253def14a.htm (DEF 14A) — 3004KB
- i124253def14a_p34a.jpg (GRAPHIC) — 48KB
- i124253def14a_p34b.jpg (GRAPHIC) — 45KB
- i124253def14a_p35.jpg (GRAPHIC) — 41KB
- i124253def14a_proxyc01.jpg (GRAPHIC) — 62KB
- i124253def14a_proxyc02.jpg (GRAPHIC) — 38KB
- i124253def14a_proxyc03.jpg (GRAPHIC) — 88KB
- i124253def14a_proxyc04.jpg (GRAPHIC) — 59KB
- r4925210k_001.jpg (GRAPHIC) — 74KB
- r4925210k_003.jpg (GRAPHIC) — 61KB
- r4925210k_004.jpg (GRAPHIC) — 55KB
- r4925210k_005.jpg (GRAPHIC) — 47KB
- 0001214659-25-017616.txt ( ) — 3859KB
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 28 Summary Compensation Table 28 Employment Agreement with Milton C. Ault, III 29 Employment Agreement with William B. Horne 30 Employment Agreement with Henry Nisser 30 CEO Pay Ratio 31 Pay Versus Performance 32 Policies on Ownership, Insider Trading, 10b5-1 Plans and Hedging 34 Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information 34 Advisory Vote on Executive Compensation 34 Stock Incentive Plans 35 401(k) Plan 35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 36 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 37 PROPOSALS OF STOCKHOLDERS FOR THE 2026 MEETING 44 OTHER BUSINESS 44 ANNEX A – ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 A-1 ANNEX B – 2025 STOCK INCENTIVE PLAN B-1 ANNEX C – PROXY CARDS C-1 HYPERSCALE DATA, INC. 11411 Southern Highlands Pkwy, Suite 190 Las Vegas, NV 89141 Telephone: (949) 444-5464 DEFINITIVE PROXY STATEMENT FOR THE MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 29, 2025 INFORMATION CONCERNING THE ANNUAL MEETING General The enclosed proxy is solicited by the Board of Directors (the “ Board ”) of Hyperscale Data, Inc. (the “ Company ”), for use at the Annual Meeting of the Company’s stockholders (the “ Meeting ”) to be held in virtual format on December 29, 2025 at 12:00 P.M. Eastern Time and at any adjournments thereof. Whether or not you expect to attend the Meeting, please vote your shares as promptly as possible to ensure that your vote is counted. The proxy materials will be furnished to stockholders on or about December 8, 2025. The Meeting will be held in a virtual meeting format only. You will not be able to attend the Meeting in person. To access the virtual meeting please click the Virtual Stockholder Meeting link: meetnow.global/MVCWGJR . To login to the virtual meeting you have two options: Join as a “Guest” or Join as a “Stockholder.” If you join as a “Stockholder” you will be required to have a control number. Action to be taken under Proxy Unless otherwise directed by the giver of the proxy, the persons named in the form of proxy, namely, Milton C. “Todd” Ault, III, the Company’s Executive Chairman, William B. Horne, its Chief Executive Officer, Henry Nisser, its President and General Counsel, or any one of them who acts, will vote: •