Bit Digital Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) May 20, 2025

 

BIT DIGITAL, INC.

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-38421		98-1606989
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

31 Hudson Yards, Floor 11, New York, NY		10001
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code (212) 463-5121

 

N/A

(Former name or former address, if changed since last report.)

 

Title of Each Class		Trading Symbol		Name of Each Exchange On Which Registered
Ordinary Shares, $.01 par value		BTBT		Nasdaq Capital Market

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On May 20, 2025, Bit Digital, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “AGM”). The following matters were submitted to a vote of the Company’s shareholders at the AGM:

 

1)	the election of each of the five nominees for director;

 

2)	the approval of the adoption of the Company’s 2025 Omnibus Equity Incentive Plan;

 

3)	the ratification of the appointment of Audit Alliance, LLP as independent auditors for the 2025 fiscal year;

 

4)	the approval, on a non-binding and advisory basis, of the compensation of our Named Executive Officers (or Say on Pay); and

 

5)	the approval of the frequency of the vote to approve the compensation of our Named Executive Officers.

 

At the AGM, a total of 45,292,986 ordinary shares of the Company (the “Ordinary Shares”) and 1,000,000 Preference Shares (with 50 million votes) voted in person or by proxy, out of 183,026,172 outstanding Ordinary Shares entitled to vote at the AGM. This constituted the required quorum under Cayman Islands’ law. Set forth below is the number of votes cast for, against, withheld, abstentions, broker non-votes and voting percentages as to each matter.

 

1.	Election of Directors:

 

Nomination		For				Withheld				Broker Non-Vote				% Votes Affirmative
01 - Zhaohui Deng			73,181,272				147,901				138,176,089				84.44	%
02 - Erke Huang			78,946,041				147,604				138,176,088				91.10	%
03 - Brock Pierce			81,349,781				154,344				138,176,088				93.81	%
04 - Ichi Shih			81,294,946				173,840				138,176,089				98.52	%
05 - Bill Xiong			85,380,235				168,894				138,176,089				93.87	%

 

2.	To approve the adoption of the Company’s  2025 Omnibus Equity Incentive Plan:

 

For		Against		Abstain		Broker Non-Vote		% Votes Affirmative
84,816,607		1,587,094		257,979		138,176,088		97.87	%

 

3.	To ratify the appointment of Audit Alliance, LLP as independent auditors for the 2025 fiscal year:

 

For		Against		Abstain		Broker Non-Vote		% Votes Affirmative
94,623,199		528,626		141,161		129,544,782		99.30	%

 

4.	To approve, on a non-binding and advisory basis, of the compensation of our Named Executive Officers (or Say on Pay):

 

For		Against		Abstain		Broker Non-Vote		% Votes Affirmative
62,224,516		24,226,937		210,225		138,176,090		71.80	%

 

5.	To approve of the frequency of the vote to approve the compensation of our Named Executive Officers:

 

For 3-year frequency		For 2-year frequency		For 1-year frequency		Abstain		Broker Non-Vote		% Votes Affirmative (for 3-year frequency)
56,002,118		379,045		30,077,888		234,347		138,144,371		64.60	%

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 23, 2025	Bit Digital, Inc.
	(Registrant)
	By:	/s/ Sam Tabar
	Name:	Sam Tabar
	Title:	Chief Executive Officer

 

 

2