Core Scientific Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$CORZ
Finance: Consumer Services
Finance
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 12, 2025
Core Scientific, Inc.
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (512 ) 402-5233
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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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 ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2025, Core Scientific, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”), the results of which are set forth in Item 5.07 below. At the Annual Meeting, the Company’s stockholders approved an amendment and restatement of the Core Scientific, Inc. 2024 Stock Incentive Plan (the “Restated Plan”), which had been previously approved by the Compensation Committee of the Board of Directors (the “Board”), subject to stockholder approval. The amendment and restatement, among other things, increases the total number of shares that may be issued under the Restated Plan to 48,000,000 shares.
The material provisions of the Restated Plan were described in Proposal 7 of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 28, 2025 in connection with the Annual Meeting (the “2025 Proxy Statement”). The description of the Restated Plan contained herein and therein is qualified in its entirety by the full text of the Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As described in Item 5.02 above, the Company held its Annual Meeting on May 12, 2025. At the Annual Meeting, the stockholders cast their votes on the following proposals as follows:
Proposal 1: To elect one nominee to the Board:
Nominee | For | Withheld | Broker Non-Votes | |||||||||||
Adam Sullivan | 178,641,583 | 9,164,179 | 46,888,879 | |||||||||||
Proposal 2: To approve on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in the 2025 Proxy Statement:
For | Against | Abstain | Broker Non-Votes | ||||||||
70,407,045 | 113,611,003 | 3,787,714 | 46,888,879 | ||||||||
Proposal 3: To indicate, on a non-binding, advisory basis, the preferred frequency of stockholder advisory votes to approve the compensation of our named executive officers:
The number of votes cast for the respective options for the non-binding advisory vote on the frequency of future votes on the compensation of named executive officers were as follows, with "1 Year" receiving the highest number of votes:
Option Number of Votes
1 Year 184,970,932
2 Years 152,253
3 Years 1,002,559
Abstain 1,680,018
There were 46,888,879 broker non-votes with respect to this action.
As a result of the stockholder vote at the Annual Meeting regarding the frequency of future stockholder advisory votes on compensation of our named executive officers, the Board determined that Core Scientific, Inc. will hold a non-binding advisory vote on compensation of its named executive officers on an annual basis until the next required vote on the frequency of future votes on compensation of named executive officers.
Proposal 7: To approve the Restated Plan (i.e., our amended and restated 2024 Stock Incentive Plan referenced above):
For | Against | Abstain | Broker Non-Votes | ||||||||
167,697,452 | 18,319,027 | 1,789,283 | 46,888,879 | ||||||||
Proposal 8: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:
For | Against | Abstain | |||||||||
232,816,892 | 191,415 | 1,686,334 | |||||||||
Proposal 9: To approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 4, 5, and 6:
For | Against | Abstain | Broker Non-Votes | ||||||||
177,282,268 | 8,705,136 | 1,818,358 | 46,888,879 | ||||||||
Pursuant to Article III, Section 9 of the Company’s Second Amended and Restated Bylaws and in accordance with stockholder approval of Proposal 9, the Annual Meeting was adjourned with respect to Proposals 4, 5 and 6 until May 23, 2025 at 10:00 a.m. eastern time to be reconvened virtually at www.proxydocs.com/CORZ.
When the Annual Meeting is reconvened, the Company’s stockholders will consider certain amendments (collectively, the “Charter Amendment Proposals”) to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), to: (i) eliminate the classification of the Board, such that all directors will stand for election each year for a one-year term beginning with the Company’s 2026 Annual Meeting of Stockholders; (ii) remove the 66 2/3% supermajority vote requirements for the Company’s stockholders to alter, amend or repeal certain provisions of the Certificate of Incorporation; and (iii) eliminate consent rights provided to the Company’s creditors in connection with the Company’s emergence from bankruptcy and make other non-substantive and conforming changes. Detailed descriptions of the Charter Amendment Proposals are included under the descriptions of Proposals 4–6 in the 2025 Proxy Statement.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits:
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 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.
| Core Scientific, Inc. | ||||||||
| Dated: May 13, 2025 | ||||||||
| By: | /s/ Todd M. DuChene | |||||||
| Name: | Todd M. DuChene | |||||||
| Title: | Chief Legal Officer and Chief Administrative Officer | |||||||