IREN Limited filed SEC Form 8-K: Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Leadership Update, Financial Statements and Exhibits

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): November 19, 2025

---

IREN LIMITED

(Exact name of registrant as specified in its charter)

---

Commission File Number: 001-41072

Level 6, 55 Market Street, Sydney, NSW 2000 Australia

(Address of principal executive offices, including zip code)

+61 2 7906 8301

(Registrant’s telephone number, including area code)

 

Not Applicable

(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

As more fully described under Item 5.07 of this Current Report on Form 8-K, at the 2025 Annual General Meeting of IREN Limited (the “Company”), the shareholders of the Company approved amendments to the Company’s constitution (the “Constitution”) to: (1) align the quorum requirement to conduct shareholder meetings with the listing rules of the Nasdaq Stock Market LLC (“Nasdaq”); (2) provide for director elections at each annual general meeting; (3) add a forum selection provision; (4) update the advance notice provisions for universal proxies; and (5) to implement certain other miscellaneous changes. Upon such shareholder approval at the 2025 Annual General Meeting on November 19, 2025, such amendments became effective. The foregoing summary descriptions of the amendments to the Constitution do not purport to be complete and are qualified in their entirety by reference to the Amended and Restated Constitution, which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

As more fully described under Item 5.07 of this Current Report on Form 8-K, at the 2025 Annual General Meeting of the Company on November 19, 2025, the shareholders of the Company approved the IREN Limited 2025 Omnibus Incentive Plan (the “Omnibus Plan”), and the Omnibus Plan became effective as of such date. For a summary of the material terms of the Omnibus Incentive Plan, see “Proposal No. 6” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 6, 2025 (the “2025 Proxy Statement”).

(a) The Company held its 2025 Annual General Meeting on November 19, 2025. For more information on the following proposals, see the Company’s 2025 Proxy Statement. Capitalized terms not otherwise defined herein have the same meaning as in the 2025 Proxy Statement.

(b) The final voting results of the matters presented at the 2025 Annual General Meeting are set forth below.

1. Proposal 1 – Amendment to the Constitution to Align the Quorum Requirement to Conduct Shareholder Meetings with Nasdaq rules.

Shareholders approved the amendment to the Constitution to align the quorum requirements to conduct shareholder meetings with Nasdaq rules.

2. Proposal 2 – Amendment to the Constitution to Provide for Director Elections at Each Annual General Meeting.

Shareholders approved the amendment to the Constitution to provide for director elections at each annual general meeting.

3. Proposal 3 – Amendment to the Constitution to Add a Forum Selection Provision.

Shareholders approved the amendment to the Constitution to add a forum selection provision.

4. Proposal 4 – Amendment to the Constitution to Update the Advance Notice Provision for Universal Proxies.

Shareholders approved the amendment to the Constitution to update the advance notice provision for universal proxies.

5. Proposal 5 – Amendments to the Constitution to Implement Miscellaneous Changes.

Shareholders approved the amendments to the Constitution to implement miscellaneous changes.

6. Proposal 6 – 2025 Omnibus Incentive Plan.

Shareholders approved the Company’s 2025 Omnibus Incentive Plan.

7. Proposal 7 – Repurchase by the Company of its Ordinary Shares Pursuant to the Prepaid Forward Transactions.

Shareholders approved the repurchase by the Company of its ordinary shares pursuant to the Prepaid Forward Transactions.

8. Proposal 8 – Repurchase by the Company of its Ordinary Shares Pursuant to the Capped Call Transactions.

Shareholders approved the repurchase by the Company of its ordinary shares pursuant to the Capped Call Transactions.

9. Proposal 9 – Advisory Vote on Executive Compensation (the “say-on-pay” vote).

Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

10. Proposal 10 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation.

Shareholders approved, on a non-binding advisory basis, every year as the frequency of future advisory votes on the compensation of the Company’s named executive officers.

In light of the preference expressed by the Company’s shareholders through their advisory votes on Proposal 10 as described above, the Board has determined that the Company will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis, until the next advisory vote on the frequency of future advisory votes on named executive officers compensation, which is expected to be held at the Company’s 2031 Annual Meeting of Shareholders.

(d)

Exhibits.

SIGNATURES

 

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

---