Marathon Digital Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 Marathon Digital Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of shares authorized for issuance thereunder by 15,000,000 shares (the “Amendment”) was approved by the stockholders of Marathon Digital Holdings, Inc. (the “Company”) and became effective on June 27, 2024. The material terms of the Amendment are summarized on pages 45 through 49 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024, as supplemented on June 20, 2024 (the “Proxy Statement”), 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 27, 2024, the Company held its 2024 annual meeting of stockholders (the “Annual Meeting”). A total of 145,617,805 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 I Directors
The stockholders elected the following nominees as Class I directors to serve until the Company’s annual meeting of stockholders to be held in 2027, 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 | |||||||||
| Fred Thiel | 65,511,693 | 3,851,839 | 76,254,273 | |||||||||
| Kevin DeNuccio | 38,534,360 | 30,829,172 | 76,254,273 | |||||||||
| Said Ouissal | 43,161,290 | 26,202,242 | 76,254,273 | |||||||||
Proposal No. 2: Ratification of Appointment of Accounting Firm
The stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
| Shares Voted | ||||||||||
| For | Against | Abstentions | ||||||||
| 140,391,335 | 3,038,517 | 2,187,953 | ||||||||
Proposal No. 3: Advisory Vote on the Frequency of Future Stockholder Advisory Votes on Executive Compensation
The stockholders approved, on a non-binding advisory basis, the frequency of future stockholder advisory votes to approve the compensation of the Company’s named executive officers to be every “one year.”
| Shares Voted | ||||||||||||||||||
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 55,255,218 | 992,195 | 11,893,088 | 1,223,031 | 76,254,273 | ||||||||||||||
Although the Board recommended a frequency of every “three years” in the Proxy Statement, in light of these results, the Company has determined to hold a non-binding advisory vote on the compensation of the Company’s named executive officers every year until such time as the next non-binding advisory vote regarding the frequency of non-binding advisory votes on the compensation of the Company’s named executive officers is submitted to the Company’s stockholders.
Proposal No. 4: Approval of Amendment to the 2018 Plan
The stockholders approved the Amendment.
| Shares Voted | ||||||||||||||
| For | Against | Abstentions | Broker Non-Votes | |||||||||||
| 45,776,192 | 22,969,674 | 617,666 | 76,254,273 | |||||||||||
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 | First Amendment to Marathon Digital 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.
| MARATHON DIGITAL HOLDINGS, INC. | ||
| Date: June 28, 2024 | By: | /s/ Zabi Nowaid |
| Name: | Zabi Nowaid | |
| Title: | General Counsel | |