Marathon Digital Approves $100M Stock Buyback, CEO Appointed

TL;DR

Marathon Digital just authorized a $100M stock buyback and appointed Fred Thiel as CEO/Chairman. Bullish.

AI Summary

Marathon Digital Holdings, Inc. announced on June 27, 2024, that its Board of Directors has approved a new stock repurchase program authorizing the company to buy back up to $100 million of its common stock through June 27, 2026. This program replaces the previous one that expired on June 27, 2024. The company also announced the appointment of Fred Thiel as Chief Executive Officer and Chairman of the Board, effective immediately.

Why It Matters

The significant stock repurchase authorization signals management's confidence in the company's valuation and its commitment to returning capital to shareholders. Fred Thiel's dual role as CEO and Chairman consolidates leadership.

Risk Assessment

Risk Level: medium — Stock repurchase programs can be positive, but the effectiveness depends on market conditions and the company's ability to execute the buybacks strategically.

Key Numbers

• $100.0M — Stock Repurchase Program (Authorization for buying back common stock)
• 2 years — Repurchase Program Duration (Program valid until June 27, 2026)

Key Players & Entities

• Marathon Digital Holdings, Inc. (company) — Registrant
• $100 million (dollar_amount) — Stock repurchase authorization
• June 27, 2026 (date) — Expiration of stock repurchase program
• June 27, 2024 (date) — Expiration of previous stock repurchase program
• Fred Thiel (person) — Appointed CEO and Chairman of the Board

FAQ

Filing Documents

• form8-k.htm (8-K) — 55KB
• ex10-1.htm (EX-10.1) — 12KB
• 0001493152-24-025612.txt ( ) — 241KB
• mara-20240627.xsd (EX-101.SCH) — 3KB
• mara-20240627_lab.xml (EX-101.LAB) — 33KB
• mara-20240627_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

02 Departure

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.

07 Submission

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 tim

01 Financial

Item 9.01 Financial (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

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

View Full Filing

View this 8-K filing on SEC EDGAR