Marathon Digital Holdings Proxy Statement Filed

TL;DR

Marathon Digital Holdings proxy filed for June 27 meeting - vote on directors, pay, and auditors.

AI Summary

Marathon Digital Holdings, Inc. filed its definitive proxy statement (DEF 14A) on April 29, 2024, for its annual meeting of stockholders scheduled for June 27, 2024. The filing outlines the agenda for the meeting, which includes the election of directors and the ratification of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2024. The company is seeking shareholder approval for various proposals, including executive compensation and potential amendments to equity incentive plans.

Why It Matters

This filing provides crucial information for shareholders to make informed voting decisions on company leadership, executive pay, and corporate governance matters.

Risk Assessment

Risk Level: medium — Proxy statements can reveal details about executive compensation, board composition, and shareholder proposals that may indicate potential governance issues or strategic shifts.

Key Players & Entities

• Marathon Digital Holdings, Inc. (company) — Filer of the proxy statement
• PricewaterhouseCoopers LLP (company) — Proposed independent auditor
• 20240429 (date) — Filing date of the proxy statement
• 20240627 (date) — Scheduled date of the annual meeting of stockholders

FAQ

From the Filing

0001140361-24-023143.txt : 20240429 0001140361-24-023143.hdr.sgml : 20240429 20240429172201 ACCESSION NUMBER: 0001140361-24-023143 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20240627 FILED AS OF DATE: 20240429 DATE AS OF CHANGE: 20240429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARATHON DIGITAL HOLDINGS, INC. CENTRAL INDEX KEY: 0001507605 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] ORGANIZATION NAME: 06 Technology IRS NUMBER: 010949984 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36555 FILM NUMBER: 24892881 BUSINESS ADDRESS: STREET 1: 1180 N. TOWN CENTER DRIVE STREET 2: SUITE 100 CITY: LAS VEGAS STATE: NV ZIP: 89144 BUSINESS PHONE: (800) 804-1690 MAIL ADDRESS: STREET 1: 1180 N. TOWN CENTER DRIVE STREET 2: SUITE 100 CITY: LAS VEGAS STATE: NV ZIP: 89144 FORMER COMPANY: FORMER CONFORMED NAME: Marathon Patent Group, Inc. DATE OF NAME CHANGE: 20130222 FORMER COMPANY: FORMER CONFORMED NAME: American Strategic Minerals Corp DATE OF NAME CHANGE: 20111213 FORMER COMPANY: FORMER CONFORMED NAME: VERVE VENTURES INC DATE OF NAME CHANGE: 20101210 DEF 14A 1 edge20027494x1_def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant    ☐ Check the appropriate box:   ☐ ​ ​ Preliminary Proxy Statement   ☐ ​ ​ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ ​ ​ Definitive Proxy Statement   ☐ ​ ​ Definitive Additional Materials   ☐ ​ ​ Soliciting Material under §240.14a-12 Marathon Digital Holdings, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ ​ ​ No fee required   ☐ ​ ​ Fee paid previously with preliminary materials   ☐ ​ ​ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 TABLE OF CONTENTS   NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS To the Stockholders of Marathon Digital Holdings, Inc.: You are cordially invited to virtually attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Marathon Digital Holdings, Inc., a Nevada corporation (the “Company” or “our”), to be held on Thursday, June 27, 2024, at 8:00 a.m. Pacific Time. The Annual Meeting will be held virtually and conducted via a live webcast. You can attend the Annual Meeting online, submit your questions and vote your shares by visiting www.virtualshareholdermeeting.com/MARA2024 . Proposals to be Voted Upon: 1. the election of three Class I directors to serve until our 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; 2. the ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the year ending December 31, 2024; 3. the approval, on a non-binding advisory basis, of the frequency of future stockholder advisory votes to approve the compensation of our named executive officers; and 4. the approval of an amendment to our Amended and Restated 2018 Equity Incentive Plan (our “2018 Plan”) to increase the number of shares of our common stock, par value $0.0001 per share, reserved under our 2018 Plan by 15,000,000, or from 30,000,000 shares to 45,000,000 shares. We may also transact such oth