Hut 8 (Nasdaq: HUT) investors approve board, pay and incentive plan at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hut 8 Corp. reported the results of its 2026 Annual Meeting of Stockholders. A total of 83,316,655 common shares were represented, establishing a quorum. Stockholders elected eight directors to serve until the 2027 annual meeting, with each nominee receiving more votes for than against.

Stockholders approved on an advisory basis the compensation of the company’s named executive officers. They also ratified the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, and approved an amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan.

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

Shares represented at meeting: 83,316,655 shares Say-on-pay votes for: 38,689,226 votes Say-on-pay votes against: 31,950,016 votes +4 more

7 metrics

Shares represented at meeting 83,316,655 shares Common stock represented at 2026 Annual Meeting, constituting a quorum

Say-on-pay votes for 38,689,226 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 31,950,016 votes Advisory vote on named executive officer compensation

Auditor ratification votes for 81,763,405 votes Ratification of KPMG LLP as independent registered public accounting firm for 2026

Incentive plan amendment votes for 59,930,290 votes Approval of amendment to 2023 Omnibus Incentive Plan

Incentive plan amendment votes against 10,705,328 votes Opposition to amendment to 2023 Omnibus Incentive Plan

Broker non-votes on proposals 2 and 4 12,456,769 votes Broker non-votes on say-on-pay and incentive plan amendment

Key Terms

Annual Meeting of Stockholders, broker non-votes, advisory basis, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Stockholders financial

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

broker non-votes financial

"Abstentions | | Broker Non-Votes 38,689,226 | | 31,950,016 | | 220,644 | | 12,456,769"

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.

advisory basis financial

"The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers"

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the 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.

Omnibus Incentive Plan financial

"Approval of an Amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/12/2026 - 04:30 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): June 11, 2026

Hut 8 Corp.
(Exact name of registrant as specified in its charter)

Delaware	001-41864	92-2056803
(State or other Jurisdiction of incorporation)	(Commission File Number)	(IRS Employer  Identification No.)

1101 Brickell Avenue, Suite 1500, Miami, Florida	33131
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (305) 224 6427

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:

¨	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	Name of each exchange on which registered
Common Stock, par value $0.01 per share	HUT	The 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 ¨ 

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 June 11, 2026, Hut 8 Corp. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote upon four proposals, which are described in greater detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”). A total of 83,316,655 shares of the Company’s common stock were represented at the Annual Meeting, constituting a quorum for all matters presented at the Annual Meeting. The final voting results are set forth below.

Proposal 1: Election of Directors

The stockholders elected each of the persons named below to serve as a director of the Company until the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. The results of such vote were as follows:

Nominee	For	Against	Abstentions	Broker Non-Votes
Joseph Flinn	69,524,014	1,269,489	66,383	12,456,769
Asher Genoot	70,536,078	276,248	47,560	12,456,769
Michael Ho	70,530,325	282,072	47,489	12,456,769
E. Stanley O’Neal	65,940,165	4,854,376	65,345	12,456,769
Carl J. (Rick) Rickertsen	70,370,263	420,204	69,419	12,456,769
Mayo A. Shattuck III	63,437,474	7,353,696	68,716	12,456,769
William Tai	68,982,263	1,642,740	234,883	12,456,769
Amy Wilkinson	62,429,791	5,483,217	2,946,878	12,456,769

Proposal 2: Advisory Vote on the Compensation of the Company’s Named Executive Officers

The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Compensation Discussion and Analysis section and related compensation tables of the Proxy Statement. The results of such vote were as follows:

For		Against		Abstentions		Broker Non-Votes
38,689,226		31,950,016		220,644		12,456,769

Proposal 3: Ratification of the Appointment of the Independent Registered Public Accounting Firm

The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The results of such vote were as follows:

For		Against		Abstentions
81,763,405		1,486,135		67,115

Proposal 4: Approval of an Amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan

The stockholders approved the amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan. The results of such vote were as follows:

For		Against		Abstentions		Broker Non-Votes
59,930,290		10,705,328		224,268		12,456,769

No other matters were presented for consideration or stockholder action at the Annual Meeting.

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.

	HUT 8 CORP.
		(Registrant)

Date: June 12, 2026	By:	/s/ Victor Semah
		Name:	Victor Semah
		Title:	Chief Legal Officer & Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Hut 8 (HUT) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on four items: election of eight directors, an advisory say-on-pay resolution, ratification of KPMG LLP as auditor for 2026, and approval of an amendment to the 2023 Omnibus Incentive Plan.

How many Hut 8 (HUT) shares were represented at the 2026 Annual Meeting?

A total of 83,316,655 shares of Hut 8 common stock were represented at the meeting, which constituted a quorum for all matters presented and allowed all four proposals to be validly considered and voted upon.

Did Hut 8 (HUT) stockholders approve executive compensation in 2026?

Yes. Stockholders approved, on an advisory basis, the compensation of Hut 8’s named executive officers, with 38,689,226 votes for, 31,950,016 votes against, 220,644 abstentions, and 12,456,769 broker non-votes recorded on the proposal.

Was KPMG LLP ratified as Hut 8 (HUT) auditor for 2026?

Yes. Stockholders ratified KPMG LLP as Hut 8’s independent registered public accounting firm for the year ending December 31, 2026, with 81,763,405 votes for, 1,486,135 votes against, and 67,115 abstentions recorded.

What happened with Hut 8’s 2023 Omnibus Incentive Plan amendment?

Stockholders approved an amendment to the Amended and Restated Hut 8 Corp. 2023 Omnibus Incentive Plan, with 59,930,290 votes for, 10,705,328 votes against, 224,268 abstentions, and 12,456,769 broker non-votes reported on this equity incentive plan proposal.

Were all Hut 8 (HUT) director nominees elected at the 2026 meeting?

Yes. All eight nominees, including Joseph Flinn, Asher Genoot, Michael Ho, E. Stanley O’Neal, Carl J. Rickertsen, Mayo A. Shattuck III, William Tai, and Amy Wilkinson, were elected to serve until the 2027 Annual Meeting or until earlier departure.

Filing Exhibits & Attachments

3 documents