MARA Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
UNITED STATES
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Securities registered pursuant to Section 12(b) of the Act:
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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. |
As described under Item 5.07 below, an amendment to the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan (as amended, the “2018 Plan”) to increase the number of shares authorized for issuance thereunder by 18,000,000 shares (the “Amendment”) was approved by the stockholders of MARA Holdings, Inc. (the “Company”) and became effective on June 26, 2025. The material terms of the Amendment are summarized on pages 68 through 73 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025, which description is incorporated herein by reference.
The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 26, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”). A total of 188,278,698 shares of the Company’s common stock were represented at the Annual Meeting, constituting a quorum for all matters presented at the Annual Meeting. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:
Proposal No. 1: Election of Class II Directors
The stockholders elected the following nominees as Class II directors to serve until the Company’s annual meeting of stockholders to be held in 2028, or until their successors are duly elected and qualified, or until their earlier death, resignation or removal.
| Shares Voted | ||||||||||||
| Name | For | Withheld | Broker Non-Votes | |||||||||
| Georges Antoun | 77,858,783 | 16,960,601 | 93,459,314 | |||||||||
| Jay Leupp | 71,071,897 | 23,747,487 | 93,459,314 | |||||||||
Proposal No. 2: Ratification of Appointment of Accounting Firm
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
| Shares Voted | |||||||||
| For | Against | Abstentions | |||||||
| 183,692,397 | 3,125,303 | 1,460,996 | |||||||
Proposal No. 3: Approval, on an advisory basis, of the compensation of the Named Executive Officers
The stockholders did not approve, on a non-binding advisory basis, the compensation of the Named Executive Officers.
| Shares Voted | |||||||||||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||||
| 20,154,119 | 73,226,079 | 1,439,186 | 93,459,314 | ||||||||||
Proposal No. 4: Approval of Amendment to the 2018 Plan
The stockholders approved the Amendment.
| Shares Voted | |||||||||||||
| For | Against | Abstentions | Broker Non-Votes | ||||||||||
| 80,572,963 | 13,462,863 | 603,558 | 93,459,314 | ||||||||||
No other matters were presented for consideration or stockholder action at the Annual Meeting.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Second Amendment to MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan | |
| 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 thereunto duly authorized.
| MARA HOLDINGS, INC. | ||
| Date: June 27, 2025 | By: | /s/ Zabi Nowaid |
| Name: | Zabi Nowaid | |
| Title: | General Counsel | |