Riot Platforms Files 8-K: Director Changes & Corporate Updates

TL;DR

Riot Platforms (RIOT) filed an 8-K detailing director changes, corporate amendments, and executive compensation updates.

AI Summary

Riot Platforms, Inc. filed an 8-K on June 18, 2024, reporting on several key events. These include the departure of directors, the election of new directors, and changes to compensatory arrangements for certain officers. The filing also covers amendments to the company's articles of incorporation or bylaws, a change in fiscal year, and the submission of matters to a vote of security holders. Additionally, it includes financial statements and exhibits.

Why It Matters

This filing signals potential shifts in the company's leadership and governance structure, which could impact strategic direction and operational oversight.

Risk Assessment

Risk Level: medium — Changes in board composition and corporate governance can introduce uncertainty and potential shifts in strategy.

Key Players & Entities

• Riot Platforms, Inc. (company) — Registrant
• June 12, 2024 (date) — Earliest event reported
• June 18, 2024 (date) — Date of report
• Nevada (state) — State of incorporation

FAQ

Filing Documents

• riot-20240618x8k.htm (8-K) — 107KB
• riot-20240618xex3d1.htm (EX-3.1) — 7KB
• riot-20240618xex4d1.htm (EX-4.1) — 10KB
• riot-20240618xex4d2.htm (EX-4.2) — 175KB
• riot-20240618xex10d1.htm (EX-10.1) — 83KB
• riot-20240618xex3d1001.jpg (GRAPHIC) — 4KB
• 0001558370-24-009292.txt ( ) — 582KB
• riot-20240618.xsd (EX-101.SCH) — 4KB
• riot-20240618_def.xml (EX-101.DEF) — 3KB
• riot-20240618_lab.xml (EX-101.LAB) — 17KB
• riot-20240618_pre.xml (EX-101.PRE) — 12KB
• riot-20240618x8k_htm.xml (XML) — 5KB

02 – Compensatory Arrangements of Certain Officers

Item 5.02 – Compensatory Arrangements of Certain Officers. Sixth Amendment to the 2019 Equity Incentive Plan On June 12, 2024, Riot Platforms, Inc. (" Riot ," " us ," " we ," " our " or the " Company ") adopted the Sixth Amendment (the " Sixth Amendment ") to the 2019 Equity Incentive Plan (the " 2019 Equity Plan ") and reserved for issuance thereunder the 15,000,000 additional shares of the Company's common stock, no par value per share, (" Common Stock ") covered by such Sixth Amendment (the " Sixth Amendment shares of Riot stock "), as approved by the Company's stockholders at the 2024 annual meeting of the Company's stockholders held on such date (the " 2024 Annual Meeting "). The results of the 2024 Annual Meeting are described in greater detail under Item 5.07 of this Current Report on Form 8-K (this " Report "), below. The Sixth Amendment was previously approved and recommended by the Board of Directors of the Company (the " Board ") and its Compensation and Human Resources Committee (the " Compensation Committee "), which oversees the 2019 Equity Plan, on April 15, 2024, subject to shareholder approval. A more detailed description of the Sixth Amendment and related matters was set forth in the definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the " SEC ") on April 29, 2024 (the " Proxy Statement "), under the heading "Proposal No. 5: Approval of the Sixth Amendment to the 2019 Equity Incentive Plan to Increase the Number of shares of Riot stock Reserved for Issuance Thereunder by 15,000,000 shares of Riot stock" and is incorporated herein by reference. The 2019 Equity Plan provides for grants of unvested compensatory awards of equity in the Company, which may be awarded, in the Compensation Committee's discretion, as grants of restricted shares of Common Stock, restricted shares of preferred stock of the Company, restricted stock units, options, warrants, and other derivative securities and contr

03 – Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 – Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 13, 2024, the Company filed a copy of the amendment to the Articles of Incorporation of Riot Platforms, Inc. (the " Amendment ") with the Secretary of State of the State of Nevada, to increase the number of authorized shares of Common Stock from 340 million shares to 680 million shares, as approved by the Company's stockholders at the 2024 Annual Meeting. A copy of the Amendment is attached as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

07 – Submission of Matters to a Vote of the Security Holders

Item 5.07 – Submission of Matters to a Vote of the Security Holders. On June 12, 2024, Riot held its 2024 Annual Meeting, during which the Company's stockholders were asked to vote on the five (5) proposals submitted by the Board for stockholder approval, as set forth in the Proxy Statement. As disclosed in the Proxy Statement, the Board fixed April 23, 2024, as the record date for the 2024 Annual Meeting (the " Record Date ") and, pursuant to our Bylaws, only those shares of Riot stock issued and outstanding as of the Record Date were eligible to participate in and vote at the 2024 Annual Meeting. As of the close of business on the Record Date, there were 288,784,946 shares of Riot's stock entitled to vote at the 2024 Annual Meeting. The Company's Bylaws require the presence of a quorum of at least one-third (33.333%) of the shares of Riot stock eligible to vote at the 2024 Annual Meeting for business to be conducted. There were 174,998,388 shares of Riot stock present at the 2024 Annual Meeting, in person or by proxy, constituting approximately 60.6% of the shares of Riot stock eligible to vote at the 2024 Annual Meeting, satisfying our Bylaws' quorum requirement. At the 2024 Annual Meeting, the following five (5) proposals were voted on by the Company's stockholders: Proposal No. 1: Election of Directors Proposal No. 2: Ratification of the Independent Auditors Proposal No. 3: Advisory Vote on the Company's Executive Compensation Proposal No. 4: Approval to Amend the Articles of Incorporation of Riot Platforms, Inc. Proposal No. 5: Approval of the Sixth Amendment to the 2019 Equity Incentive Plan According to the final vote, the Company's stockholders approved all of the proposals at the 2024 Annual Meeting. The final voting results on each of the proposals at the 2024 Annual Meeting are set forth below: Proposal No. 1: Election of Directors According to our Articles of Incorporation and Bylaws, the director nominees receiving the most "For" vot

01 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits. (d) Exhibits. 3.1 Amendment to the Articles of Incorporation of Riot Platforms, Inc. 4.1 Sixth Amendment to the 2019 Equity Incentive Plan of Riot Platforms, Inc. 4.2 2019 Equity Incentive Plan of Riot Platforms, Inc. as amended. 10.1 Indemnification Agreement of Riot Platforms, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) S I G N A T U R E 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. RIOT PLATFORMS, INC. By: /s/ Colin Yee Name: Colin Yee Title: Chief Financial Officer Date: June 18, 2024

View Full Filing

View this 8-K filing on SEC EDGAR