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Cipher Digital (NASDAQ: CIFR) investors support directors, auditor and pay plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Cipher Digital Inc. reported the results of its 2026 annual stockholder meeting. Stockholders representing 268,911,228 shares, about 66.24% of outstanding common stock as of April 8, 2026, were present electronically or by proxy, providing a solid quorum.

Three directors — Thomas Duda, James Newsome, and Wesley Williams — were elected to terms running until the 2029 annual meeting. Stockholders also ratified CBIZ CPAs P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 265,902,590 votes in favor versus 1,649,851 against.

In an advisory, non-binding vote on executive compensation, stockholders approved pay for the named executive officers, with 154,473,020 votes for and 30,443,644 against. These outcomes indicate overall support for the board slate, auditor selection and executive pay program.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented 268,911,228 shares Present or by proxy at 2026 annual meeting
Quorum percentage 66.24% Portion of outstanding common stock as of April 8, 2026
Auditor ratification votes for 265,902,590 votes Approval of CBIZ CPAs P.C. for year ending December 31, 2026
Auditor ratification votes against 1,649,851 votes Opposing CBIZ CPAs P.C. appointment
Say-on-pay votes for 154,473,020 votes Advisory approval of named executive officer compensation
Say-on-pay votes against 30,443,644 votes Advisory opposition to named executive officer compensation
broker non-votes financial
"Votes FOR | Votes WITHHELD | Broker Non- Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Advisory (Non-Binding) Vote on Executive Compensation financial
"Proposal No. 3 - Advisory (Non-Binding) Vote on Executive Compensation"
emerging growth company regulatory
"Emerging growth company o"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
FALSE000181998900018199892026-06-022026-06-020001819989cifr:CommonStockParValuePointZeroZeroOnePerShareMember2026-06-022026-06-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________________________
FORM 8-K
________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2026
________________________________________________________
CIPHER DIGITAL INC.
(Exact name of Registrant as Specified in Its Charter)
________________________________________________________
Delaware001-3962585-1614529
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
1 Vanderbilt Avenue
Floor 54
New York, New York
10017
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (332) 262-2300
N/A
(Former Name or Former Address, if Changed Since Last Report)
________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per shareCIFRThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 268,911,228 shares of the Company’s common stock were present electronically or represented by proxy at the Annual Meeting, representing approximately 66.24% percent of the Company’s outstanding common stock as of the April 8, 2026 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 20, 2026.

Proposal No. 1 - Election of Directors
At the Annual Meeting, the Company’s stockholders elected the persons listed below as directors for a term of office expiring on the date of the annual meeting of stockholders in 2029 and until their respective successors have been duly elected and qualified, by the following votes:
Votes FORVotes WITHHELDBroker Non- Votes
Thomas Duda185,093,985806,97683,010,267
James Newsome180,819,3795,081,58283,010,267
Wesley Williams157,876,75928,024,20283,010,267


Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026 by the following votes:
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
265,902,5901,649,8511,358,787—


Proposal No. 3 - Advisory (Non-Binding) Vote on Executive Compensation
The Company’s stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers by the following votes:
Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
154,473,02030,443,644984,29783,010,267





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 hereunto duly authorized.
Cipher Digital Inc.
Date:6/8/2026By: /s/ Tyler Page
Tyler Page
Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Cipher Digital (CIFR) stockholders vote on at the 2026 annual meeting?

Cipher Digital stockholders voted on director elections, auditor ratification, and executive compensation. Three directors were elected to terms ending in 2029, CBIZ CPAs P.C. was ratified as auditor, and the advisory say-on-pay resolution for named executive officers’ compensation received stockholder approval.

Were Cipher Digital (CIFR) directors re-elected or newly elected in 2026 and how did the vote break down?

Stockholders elected Thomas Duda, James Newsome, and Wesley Williams to serve until the 2029 annual meeting. Each received substantially more votes “for” than “withheld,” with Duda getting 185,093,985 for, Newsome 180,819,379 for, and Williams 157,876,759 for, plus significant broker non-votes recorded.

Did Cipher Digital (CIFR) stockholders approve the company’s independent auditor for 2026?

Yes. Stockholders ratified CBIZ CPAs P.C. as Cipher Digital’s independent registered public accounting firm for the year ending December 31, 2026. The proposal received 265,902,590 votes for, 1,649,851 votes against, and 1,358,787 abstentions, with no broker non-votes reported on this item.

How did Cipher Digital (CIFR) investors vote on executive compensation in 2026?

Investors approved, on a non-binding advisory basis, compensation for Cipher Digital’s named executive officers. The say-on-pay proposal received 154,473,020 votes for, 30,443,644 against, and 984,297 abstentions, with 83,010,267 broker non-votes, indicating majority support for the company’s current executive pay program.

What level of quorum did Cipher Digital (CIFR) achieve at its 2026 annual meeting?

Cipher Digital reached a strong quorum at its 2026 annual meeting, with 268,911,228 shares of common stock present electronically or by proxy. This represented approximately 66.24% of the company’s outstanding common stock as of the April 8, 2026 record date for the meeting.

When will the newly elected Cipher Digital (CIFR) directors’ terms expire?

The directors elected at Cipher Digital’s 2026 annual meeting will serve until the 2029 annual meeting. Their terms continue until that meeting date and until their respective successors are duly elected and qualified, providing multi-year continuity on the company’s board of directors.

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