Here are the DEF 14A proxy statements from New Era Energy & Digital, Inc. (NUAI) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow NUAI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NUAI filings page.
New Era Energy & Digital, Inc. is asking stockholders at an April 15, 2026 virtual special meeting to approve issuing additional common shares above a 19.99% “Share Cap” tied to its acquisition of SharonAI, Inc.’s interest in Texas Critical Data Centers LLC (TCDC).
The TCDC interest was bought for $70 million, including $10 million cash, $10 million in equity securities and a $50 million senior secured convertible note. Nasdaq Rules 5635(a) and 5635(b) require approval if share issuance reaches at least 20% of outstanding stock or could be viewed as a change of control.
As of March 3, 2026, there were 56,575,187 common shares outstanding, implying a Share Cap of about 11,315,037 shares. If Proposal One is approved, the company can use stock beyond this cap to satisfy acquisition consideration, which could significantly dilute existing holders but helps preserve cash.
If Proposal One is not approved, any consideration above the Share Cap must be paid in cash, which may force the company to raise additional funding and could trigger default risk on the convertible note if cash cannot be raised. Proposal Two would allow adjournment of the meeting to gather more votes in favor of Proposal One.
New Era Energy & Digital, Inc. (NUAI) has called a fully virtual annual stockholder meeting for December 16, 2025 at 10:00 a.m. ET. Holders of common stock as of the November 12, 2025 record date, when 53,449,171 shares were outstanding, may vote.
Stockholders are being asked to elect five directors, ratify Weaver and Tidwell, L.L.P. as independent auditors for 2025, and approve a proposal allowing adjournment of the meeting to obtain additional votes if needed. The board recommends voting “FOR” all three proposals.
The slate includes CEO and chair E. Will Gray II plus four non‑executive directors, three of whom the company identifies as independent and who staff the audit, compensation, and governance committees. The proxy details 2024 compensation, including a $475,000 base salary for the CEO and $240,000 for the CFO, and an equity incentive plan with 1,575,000 shares reserved. It also discloses related‑party arrangements such as a $720,000 services retainer with a large shareholder’s entity and a $4,000,000 secured loan to a shareholder, both approved by the board.