Cipher Mining Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$CIFR
Finance: Consumer Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2025
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(Exact name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| Floor 54 | ||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (332 ) 262-2300
N/A
(Former Name or Former Address, if Changed Since Last Report)
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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 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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-2 of this chapter).
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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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 3, 2025, Cipher Mining Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 264,956,107 shares of the Company’s common stock were present electronically or represented by proxy at the Annual Meeting, representing approximately 71.38% percent of the Company’s outstanding common stock as of the April 8, 2025 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 21, 2025.
Proposal No. 1 - Election of Directors
At the Annual Meeting, the Company’s stockholders elected the persons listed below as directors for a term of office expiring on the date of the annual meeting of stockholders in 2028 and until their respective successors have been duly elected and qualified, by the following votes:
| Votes FOR | Votes WITHHELD | Broker Non- Votes | ||||||||||||||||||
| Robert Flatley | 216,700,126 | 2,361,414 | 45,894,567 | |||||||||||||||||
| Caitlin Long | 177,472,642 | 41,588,898 | 45,894,567 | |||||||||||||||||
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025 by the following votes:
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||||||||||||||||
| 262,729,678 | 802,833 | 1,423,596 | — | |||||||||||||||||
Proposal No. 3 - Advisory (Non-Binding) Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers by the following votes:
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||||||||||||||||
| 157,212,425 | 60,642,805 | 1,206,310 | 45,894,567 | |||||||||||||||||
Proposal No. 4 - Advisory (Non-Binding) Vote on the Frequency of the Company’s Advisory Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, the frequency of future advisory resolutions to approve the compensation paid to the Company’s named executive officers by the following votes:
| ONE YEAR | TWO YEARS | THREE YEARS | Votes ABSTAINED | Broker Non-Votes | ||||||||||||||||||||||
| 209,203,808 | 208,447 | 9,253,331 | 395,954 | 45,894,567 | ||||||||||||||||||||||
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 hereunto duly authorized.
| Cipher Mining Inc. | |||||||||||
| Date: | June 9, 2025 | By: | /s/ Tyler Page | ||||||||
| Tyler Page Chief Executive Officer | |||||||||||