Terawulf Inc.
04/17/2024 | Press release | Distributed by Public on 04/17/2024 15:18
Submission of Matters to a Vote of Security Holders - Form 8-K
Item 5.07. Submission of Matters to a Vote of Securities Holders.
On April 16, 2024, TeraWulf Inc. ("TeraWulf" or the "Company") held its Annual Meeting of Shareholders. The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:
Proposal 1 - Election of Directors: Our shareholders elected the following ten directors to serve until the 2025 Annual Meeting or until a successor is duly elected and qualified. The voting results for each of the nominees were as follows:
| For | Withhold |
Broker Non-Votes |
|
| Paul Prager | 134,994,472 | 4,783,674 | 61,298,019 |
| Nazar Khan | 137,486,020 | 2,292,126 | 61,298,019 |
| Kerri Langlais | 133,227,604 | 6,550,542 | 61,298,019 |
| Michael Bucella | 139,067,465 | 710,681 | 61,298,019 |
| Walter Carter | 139,046,310 | 731,836 | 61,298,019 |
| Amanda Fabiano | 139,146,733 | 631,413 | 61,298,019 |
| Christopher Jarvis | 139,519,425 | 258,721 | 61,298,019 |
| Catherine Motz | 132,386,705 | 7,391,441 | 61,298,019 |
| Steven Pincus | 139,025,048 | 753,098 | 61,298,019 |
| Lisa Prager | 130,134,795 | 9,643,351 | 61,298,019 |
Proposal 2 - Non-binding, Advisory Vote on Executive Compensation:Our shareholders approved the 2023 compensation of TeraWulf's named executives. The voting results were as follows:
| For | Against | Abstain |
Broker Non-Votes |
| 109,013,829 | 5,348,246 | 25,416,071 | 61,298,019 |
Proposal 3 - Ratification of appointment of RSM US LLP ("RSM") as TeraWulf's Independent Registered Public Accounting Firm for 2024: Our shareholders ratified the selection of RSM as our independent registered public accounting firm for 2024. The voting results were as follows:
| For | Against | Abstain |
Broker Non-Votes |
| 199,260,156 | 1,037,480 | 778,529 | 0 |
Proposal 4 - Approval of Amendment to the Amended and Restated Certificate of Incorporation of the Company to Increase the Maximum Number of Authorized Shares of Common Stock, with a par value of $0.001 per share (the "Common Stock"), from 400,000,000 to 600,000,000: Our shareholders approved the amendment to our Amended and Restated Certificate of Incorporation to increase the maximum number of authorized shares of Common Stock from 400,000,000 to 600,000,000. The voting results were as follows:
| For | Against | Abstain |
Broker Non-Votes |
| 190,373,876 | 10,211,481 | 490,808 | 0 |