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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 26, 2025
MARA
HOLDINGS, INC.
(Exact
name of Registrant as Specified in Its Charter)
| Nevada |
|
001-36555 |
|
01-0949984 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1010
South Federal Highway, Suite 2700
Hallandale
Beach, FL 33009
(Address
of principal executive offices and zip code)
(800)
804-1690
(Registrant’s
telephone number, including area code)
101
NE Third Avenue, Suite 1200
Fort
Lauderdale, FL 33301
(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:
| ☐ |
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 |
|
MARA |
|
The
Nasdaq Capital 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
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As
described under Item 5.07 below, an amendment to the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan (as amended,
the “2018 Plan”) to increase the number of shares authorized for issuance thereunder by 18,000,000 shares (the “Amendment”)
was approved by the stockholders of MARA Holdings, Inc. (the “Company”) and became effective on June 26, 2025. The material
terms of the Amendment are summarized on pages 68 through 73 of the Company’s definitive proxy statement on Schedule 14A filed
with the Securities and Exchange Commission on April 30, 2025, which description is incorporated
herein by reference.
The
description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item
5.07 |
Submission
of Matters to a Vote of Security Holders. |
On
June 26, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”). A total of 188,278,698 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 for each matter submitted to a vote of stockholders
at the Annual Meeting are as follows:
Proposal
No. 1: Election of Class II Directors
The
stockholders elected the following nominees as Class II directors to serve until the Company’s annual meeting of stockholders to
be held in 2028, or until their successors are duly elected and qualified, or until their earlier death, resignation or removal.
| | |
Shares Voted | |
| Name | |
For | | |
Withheld | | |
Broker Non-Votes | |
| Georges Antoun | |
| 77,858,783 | | |
| 16,960,601 | | |
| 93,459,314 | |
| Jay Leupp | |
| 71,071,897 | | |
| 23,747,487 | | |
| 93,459,314 | |
Proposal
No. 2: Ratification of Appointment of Accounting Firm
The
stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm
for the year ending December 31, 2025.
| Shares Voted | |
| For | | |
Against | | |
Abstentions | |
| 183,692,397 | | |
| 3,125,303 | | |
| 1,460,996 | |
Proposal
No. 3: Approval, on an advisory basis, of the compensation of the Named Executive Officers
The
stockholders did not approve, on a non-binding advisory basis, the compensation of the Named Executive Officers.
| Shares Voted | |
| For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| 20,154,119 | | |
| 73,226,079 | | |
| 1,439,186 | | |
| 93,459,314 | |
Proposal
No. 4: Approval of Amendment to the 2018 Plan
The
stockholders approved the Amendment.
| Shares Voted | |
| For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| 80,572,963 | | |
| 13,462,863 | | |
| 603,558 | | |
| 93,459,314 | |
No
other matters were presented for consideration or stockholder action at the Annual Meeting.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Second Amendment to MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL document) |
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 thereunto duly authorized.
| |
MARA
HOLDINGS, INC. |
| |
|
|
| Date:
June 27, 2025 |
By: |
/s/
Zabi Nowaid |
| |
Name: |
Zabi
Nowaid |
| |
Title: |
General
Counsel |
