Core Scientific (NASDAQ: CORZ) investors approve board, pay and KPMG

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Core Scientific, Inc. held its 2026 Annual Meeting of Stockholders, where shareholders voted on directors, executive compensation and the independent auditor. Five directors were elected, including Adam Sullivan with 217,650,785 votes for and 2,469,826 withheld, and Elizabeth Crain with 215,074,279 for and 5,046,332 withheld.

Stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 138,785,477 votes for, 79,166,695 against and 2,168,439 abstentions. They also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 262,833,296 votes for, 313,161 against and 1,752,370 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

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.

Key Figures

Votes for Adam Sullivan: 217,650,785 votes Votes for Elizabeth Crain: 215,074,279 votes Say-on-pay votes for: 138,785,477 votes +3 more

6 metrics

Votes for Adam Sullivan 217,650,785 votes Director election at 2026 Annual Meeting

Votes for Elizabeth Crain 215,074,279 votes Director election at 2026 Annual Meeting

Say-on-pay votes for 138,785,477 votes Advisory approval of executive compensation

Say-on-pay votes against 79,166,695 votes Advisory approval of executive compensation

Auditor ratification votes for 262,833,296 votes Ratification of KPMG LLP for FY ending Dec 31, 2026

Auditor ratification votes against 313,161 votes Ratification of KPMG LLP for FY ending Dec 31, 2026

Key Terms

broker non-votes, non-binding, advisory basis, independent registered public accounting firm, Annual Meeting of Stockholders

4 terms

broker non-votes financial

"The final voting results are as follows Nominee | For | 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.

non-binding, advisory basis financial

"To approve on a non-binding, advisory basis, the compensation of our named executive officers"

independent registered public accounting firm financial

"KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

Understanding 8-K Material Events →

05/15/2026 - 04:05 PM

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): May 12, 2026

Core Scientific, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40046

86-1243837

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


838 Walker Road, Suite 21-2105 Dover, Delaware						19904
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (512) 402-5233

(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 obligations of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-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 $0.00001 per share	CORZ	The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $6.81 per share	CORZW	The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $0.01 per share	CORZZ	The Nasdaq Global Select Market

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 ☐

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 12, 2026, Core Scientific, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders cast their votes on the proposals set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on March 31, 2026 (the “2026 Proxy Statement”).

Proposal 1: To elect five nominees to the Board:

The Company’s stockholders elected the five persons listed below as directors, each to hold office until the Company’s 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or, if sooner, such director’s death, resignation or removal. The final voting results are as follows:


Nominee	For	Withheld	Broker Non-Votes
Adam Sullivan	217,650,785	2,469,826	44,778,216
Jeff Booth	168,580,185	51,540,426	44,778,216
Elizabeth Crain	215,074,279	5,046,332	44,778,216
Yadin Rozov	213,054,408	7,066,203	44,778,216
Eric Weiss	168,947,230	51,173,381	44,778,216

Proposal 2: To approve on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in the 2026 Proxy Statement:

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the 2026 Proxy Statement. The final voting results are as follows:


For	Against	Abstain	Broker Non-Votes
138,785,477	79,166,695	2,168,439	44,778,216

Proposal 3: To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2026. The final voting results are as follows:


For	Against	Abstain
262,833,296	313,161	1,752,370

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.


	Core Scientific, Inc.

Dated: May 15, 2026

	By:	/s/ Todd M. DuChene
	Name:	Todd M. DuChene
	Title:	Chief Legal Officer and Chief Administrative Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Core Scientific (CORZ) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing five directors, approving executive compensation on a non-binding advisory basis, and ratifying KPMG LLP as independent auditor for the fiscal year ending December 31, 2026. All three proposals received sufficient support to pass.

Which Core Scientific (CORZ) directors were elected at the 2026 annual meeting?

Five nominees were elected: Adam Sullivan, Jeff Booth, Elizabeth Crain, Yadin Rozov and Eric Weiss. Each will serve until the 2027 annual meeting and until a successor is duly elected and qualified, subject to earlier death, resignation or removal under company governance rules.

How did Core Scientific (CORZ) investors vote on executive compensation?

Stockholders approved the compensation of named executive officers on a non-binding advisory basis, with 138,785,477 votes for, 79,166,695 against, 2,168,439 abstentions and 44,778,216 broker non-votes. This reflects overall support for the pay program disclosed in the 2026 proxy statement.

Was KPMG LLP ratified as Core Scientific’s (CORZ) independent auditor for 2026?

Yes. Stockholders ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 262,833,296 votes for, 313,161 against and 1,752,370 abstentions, indicating broad support for the current audit relationship.

What were broker non-votes at the Core Scientific (CORZ) 2026 meeting?

Broker non-votes occurred on the director elections and the advisory executive compensation proposal, totaling 44,778,216 shares in each case. These shares were counted for quorum but did not vote on those specific proposals, consistent with standard stock exchange voting rules.

Filing Exhibits & Attachments

4 documents