MARA Shareholders Reject Executive Pay; 18M New Equity Shares Approved

MARA (Nasdaq:MARA) filed an 8-K detailing the 26 June 2025 annual meeting results.

Rhea-AI Filing Summary

MARA (Nasdaq:MARA) filed an 8-K detailing the 26 June 2025 annual meeting results.

• Say-on-Pay FAILED: 73.2 M votes against vs 20.2 M for (≈78% opposition).
• Equity Plan Expanded: shareholders approved adding 18,000,000 shares to the 2018 Equity Incentive Plan.
• Directors Elected: Georges Antoun and Jay Leupp re-elected to Class II seats.
• Auditor Ratified: PwC confirmed for FY 2025 (183.7 M for).

Total of 188.3 M shares were represented, satisfying quorum. The failed advisory vote signals material shareholder dissatisfaction with executive compensation, while the additional share authorization could be dilutive.

Positive

• None.

Negative

• Shareholders rejected the advisory say-on-pay proposal with 78% opposition, signalling broad dissatisfaction with executive compensation policies.
• Amendment adds 18,000,000 shares to the equity incentive plan, introducing potential dilution of roughly 9–10% of outstanding shares.

Insights

Corporate Governance Expert

TL;DR – Shareholder revolt on pay, plan expansion passes

The 78% “against” vote on executive compensation is a red flag that proxy advisors and large institutions are unhappy with pay-for-performance alignment. Although advisory, boards often respond with plan redesigns or leadership changes to avoid future withhold campaigns. Simultaneously, approval of 18 M additional equity shares—roughly a mid-single-digit percentage of shares outstanding—adds dilution risk. Combining governance discontent with increased dilution can pressure valuation multiples and elevate the company’s ISS/Glass Lewis risk scores.

Financial Analyst

TL;DR – Dilution risk outweighs routine votes

The equity plan expansion authorizes up to 18 M new shares for future grants. Based on the 188 M shares represented, this equates to ~9–10% potential dilution if fully issued. While director elections and auditor ratification are routine, the combination of incremental share supply and a failed say-on-pay could create near-term overhang, particularly if equity awards are front-loaded. No immediate financial impact is recorded, but higher SBC expense is likely. Overall tone skews negative for current shareholders.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did MARA shareholders reject the 2025 say-on-pay vote?

Only 20.2 M shares supported executive pay while 73.2 M voted against, reflecting investor dissatisfaction with the current compensation structure.

How many new shares did MARA authorize for its 2018 Equity Incentive Plan?

The amendment approved at the 2025 AGM adds 18,000,000 shares for future equity awards.

Who was elected as Class II directors at MARA's 2025 annual meeting?

Shareholders re-elected Georges Antoun and Jay Leupp to serve until the 2028 AGM.

Was PricewaterhouseCoopers re-appointed as MARA's auditor for 2025?

Yes. 183.7 M shares voted in favor, 3.1 M against, and 1.5 M abstained, ratifying PwC for FY 2025.

What percentage of votes opposed MARA's executive compensation in 2025?

Approximately 78% of votes cast (73.2 M of 94.8 M) opposed the say-on-pay resolution.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/27/2025 - 05:15 PM Learn about SEC filing dates

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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