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 |
¨ |
| Check the appropriate
box: |
| ¨ |
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. |
| |
(1) |
Title of each class of securities to which transaction
applies: |
| |
(2) |
Aggregate number of securities to which transaction applies: |
| |
(3) |
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined): |
| |
(4) |
Proposed maximum aggregate value of transaction: |
| |
(5) |
Total fee paid: |
| ¨ |
Fee paid previously with preliminary
materials: |
| |
|
| ¨ |
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. |
| |
(1) |
Amount Previously
Paid: |
| |
(2) |
Form, Schedule or Registration
Statement No.: |
| |
(3) |
Filing Party: |
| |
(4) |
Date Filed: |
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
Ault Global (AMEX:DPW)
Historical Stock Chart
From Dec 2022 to Jan 2023
Ault Global (AMEX:DPW)
Historical Stock Chart
From Jan 2022 to Jan 2023
