UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendment to the Company’s Articles of Incorporation
On July 31, 2023, as a result of the shareholder approval set forth below in Item 5.07., Marathon Digital Holdings, Inc. (the “Company”) is filing an amendment to its Articles of Incorporation increasing its authorized shares of common stock from 200 million to 500 million.
Item 5.07 Submission of Matters to a Vote of Securityholders
On July 27, 2023, the Company held an annual meeting of stockholders (the “Meeting”). As of the record date for the Meeting, 169,968,874 shares of common stock were issued and outstanding1. A total of 79,507,015 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the below proposals (with the Series A Preferred Stock voting alongside the common stock (15,000 shares with 500,000 votes per share voting on proposal 3 in the same proportions as the shares of common stock were voted)):
VOTES
CAST COMMON STOCK: | Proposal #1 Director Election | Proposal #2 Auditor Ratification | Proposal #3 Common Stock Increase | Proposal #4 Advisory Say on Pay | |||||||||||||
| Yes | 24,503,546 | 71,483,564 | 56,331,569 | 22,719,406 | |||||||||||||
| Against (No) | - | 3,375,370 | 22,539,739 | 5,343,885 | |||||||||||||
| Abstain | 4,276,453 | 4,648,017 | 635,702 | 716,543 | |||||||||||||
VOTES
CAST SERIES A PREFERRED (CONVERTED BASIS): | Proposal #1 | Proposal #2 | Proposal #3 | Proposal #4 | |||||||||||||
| Yes | N/A | N/A | 5,172,875,000 | N/A | |||||||||||||
| Against (No) | N/A | N/A | - | N/A | |||||||||||||
| Abstain | N/A | N/A | - | N/A | |||||||||||||
| Total # of Common shares as of June 16, 2023 | 169,968,874 | |||||
| Total # of Series A (converted basis into Common shares) as of June 16, 2023 | 5,351,250,000 |
| Common shares voted through the meeting | 79,507,015 | ||||
| Preferred shares (converted basis) voted through the meeting on Proposal # 3 only | 5,172,875,000 | ||||
| TOTAL | 5,252,382,015 |
1. As no other matters were brought for a vote before the meeting, the votes on Proposal #5 of 14,846,275 shares in favor, 13,072,702 shares against, and 836,041 shares abstaining, have no impact.
Item 8.01 Other Information
On July 27, 2023, the Company’s Board of Directors unanimously voted to update its Board Committee appointments as follows, effective immediately:
Audit Committee: Jay Leupp, Chair, and Georges Antoun and Sarita James, members; Compensation Committee: Georges Antoun, Chair, and Kevin DeNuccio and Jay Leupp, members; and Nominating and Governance Committee: Sarita James, Chair, and Doug Mellinger and Kevin DeNuccio, members.
FORWARD-LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
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.
Date: July 31, 2023
| MARATHON DIGITAL HOLDINGS, INC. | ||
| By: | /s/ Jolie Kahn | |
| Name: | Jolie Kahn | |
| Title: | General Counsel | |