CleanSpark Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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).
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 March 3, 2025, CleanSpark, Inc. (the “Company”) held its Annual Meeting of stockholders (the “Annual Meeting”). At the close of business on January 9, 2025, the record date for the Annual Meeting (the “Record Date”), 280,806,400 shares (excluding treasury shares) of the Company’s common stock, par value $0.001 per share (“Common Stock”), were issued and outstanding, and 1,750,000 shares of the Company’s Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), were issued and outstanding. The holders of Series A Preferred Stock vote together with holders of Common Stock as a single class on each proposal voted on, except to the extent that voting as a separate class or series is required by law. As of the Record Date, the holders of Common Stock were entitled to a total of 280,806,400 votes, and the holders of Series A Preferred Stock were entitled to a total of 78,750,000 votes, representing in the aggregate 359,556,400 votes. At the Annual Meeting, stockholders entitled to a total of 219,754,330 votes, or approximately 61.11% of the collective voting power of the Company’s outstanding shares of Common Stock and Series A Preferred Stock as of the close of business on the Record Date, were present or represented by proxy (constituting a quorum). The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:
Proposal No. 1: To elect six directors to hold office until the next annual meeting of stockholders of the Company or until their successors are duly elected and qualified, subject to prior death, resignation, or removal.
Each nominee was elected. The votes were cast for this matter as follows:
Nominees |
Votes For |
Votes Withheld |
Broker Non-Votes |
Zachary K. Bradford |
142,359,533 |
3,191,159 |
74,203,638 |
S. Matthew Schultz |
134,751,442 |
10,799,250 |
74,203,638 |
Larry McNeill |
125,095,588 |
20,455,104 |
74,203,638 |
Dr. Thomas L. Wood |
120,875,784 |
24,674,908 |
74,203,638 |
Roger P. Beynon |
137,665,255 |
7,885,437 |
74,203,638 |
Amanda Cavaleri |
137,990,956 |
7,559,736 |
74,203,638 |
Proposal No. 2: To approve, on a non-binding advisory basis, named executive officer compensation.
The votes were cast for this matter as follows:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
109,349,907 |
34,273,072 |
1,927,713 |
74,203,638 |
Proposal No. 3: To ratify the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025.
The votes were cast for this matter as follows:
Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
215,372,481 |
2,436,944 |
1,944,905 |
N/A |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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CLEANSPARK, INC. |
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Date: |
March 4, 2025 |
By: |
/s/ Leighton R. Koehler |
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Leighton R. Koehler, General Counsel |