Riot Platforms (RIOT) expands equity plan and elects Class II directors

Q: Was Riot Platforms’ auditor appointment ratified by shareholders for 2026?

Yes. Shareholders ratified the appointment of Deloitte & Touche LLP as Riot Platforms’ independent registered public accounting firm for the year ending December 31, 2026, with 270,339,887 votes for, 810,653 against, 639,237 abstaining, and no broker non-votes.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Riot Platforms, Inc. reported results from its 2026 Annual Meeting of Stockholders. Shareholders approved the Seventh Amendment to the 2019 Equity Incentive Plan, adding 15,000,000 shares of common stock to the pool available for equity awards.

Stockholders elected Lance D’Ambrosio and Michael Turner as Class II directors, each to serve until the 2029 Annual Meeting. They also ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026 and, on an advisory basis, approved executive compensation for 2025.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 15,000,000 shares Votes for D’Ambrosio: 193,555,099 shares Votes for Turner: 203,597,300 shares +3 more

6 metrics

Equity plan share increase 15,000,000 shares Additional shares reserved under 2019 Equity Incentive Plan

Votes for D’Ambrosio 193,555,099 shares Election as Class II director at 2026 Annual Meeting

Votes for Turner 203,597,300 shares Election as Class II director at 2026 Annual Meeting

Auditor ratification - For 270,339,887 shares Ratification of Deloitte & Touche LLP for 2026

Say-on-pay - For 210,538,101 shares Advisory approval of 2025 executive compensation

Equity plan amendment - For 210,658,327 shares Approval of Seventh Amendment to 2019 Equity Plan

Key Terms

2019 Equity Incentive Plan, Seventh Amendment, non-binding advisory vote, broker non-votes, +1 more

5 terms

2019 Equity Incentive Plan financial

"the 2019 Equity Incentive Plan, as amended (the “2019 Equity Plan”)"

Seventh Amendment financial

"the Company’s stockholders approved the Seventh Amendment (the “Seventh Amendment”)"

non-binding advisory vote regulatory

"Ratification, in a Non-binding Advisory Basis, of Auditor Appointment"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes regulatory

"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.

independent registered public accounting firm regulatory

"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.

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

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Understanding 8-K Material Events →

Available on EDGAR 06/15/2026 - 04:31 PM Accepted by SEC EDGAR 06/15/2026 - 04:31 PM

FAQ

What did Riot Platforms (RIOT) shareholders approve at the 2026 Annual Meeting?

Shareholders approved all four proposals presented at the 2026 Annual Meeting. They elected two Class II directors, ratified Deloitte & Touche LLP as auditor for 2026, approved 2025 executive compensation on an advisory basis, and expanded the 2019 Equity Incentive Plan share reserve by 15,000,000 shares.

How many additional shares were added to Riot Platforms’ 2019 Equity Incentive Plan?

The Seventh Amendment increased the 2019 Equity Incentive Plan reserve by 15,000,000 shares of common stock. These shares are intended for future equity awards under the plan and the amendment became effective immediately upon shareholder approval at the 2026 Annual Meeting.

Which directors were elected at Riot Platforms’ 2026 Annual Meeting and for how long?

Lance D’Ambrosio and Michael Turner were elected as Class II directors. Their terms run until the 2029 Annual Meeting and continue until their successors are duly elected and qualified, or until earlier death, resignation, or removal under the company’s governance framework.

Was Riot Platforms’ auditor appointment ratified by shareholders for 2026?

Yes. Shareholders ratified the appointment of Deloitte & Touche LLP as Riot Platforms’ independent registered public accounting firm for the year ending December 31, 2026, with 270,339,887 votes for, 810,653 against, 639,237 abstaining, and no broker non-votes.

How did Riot Platforms shareholders vote on 2025 executive compensation?

On an advisory basis, shareholders approved compensation for named executive officers for 2025. The vote totaled 210,538,101 shares for, 4,343,765 against, and 957,223 abstaining, with 55,950,688 broker non-votes recorded in the meeting results.

What were the voting results for Riot Platforms’ equity plan Seventh Amendment?

The Seventh Amendment to the 2019 Equity Plan received strong support. Votes totaled 210,658,327 for, 4,308,923 against, and 871,839 abstaining, with 55,950,688 broker non-votes, approving the 15,000,000-share increase in the plan’s share reserve.

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 9, 2026

Riot Platforms, Inc.

(Exact name of registrant as specified in its charter)


Nevada		001-33675		84-1553387
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

85 Rio Grande Drive, Suite 200

Castle Rock, CO 80104

(Address of principal executive offices)

(303) 794-2000

(Registrant’s telephone number, including area code)

(Former name and 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))


Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value per share		RIOT		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.

On June 9, 2026, at the 2026 Annual General Meeting of Stockholders (the “2026 Annual Meeting”) of Riot Platforms, Inc. (the “Company”), the Company’s stockholders approved the Seventh Amendment (the “Seventh Amendment”) to the 2019 Equity Incentive Plan, as amended (the “2019 Equity Plan”), which increases the number of shares of the Company’s common stock, no par value per share, reserved for issuance under the 2019 Equity Plan by 15,000,000 additional shares.

The Seventh Amendment was previously approved by the Board of Directors of the Company (the “Board”) and its Compensation and Human Resources Committee, subject to stockholder approval, and became effective immediately upon stockholder approval at the 2026 Annual Meeting. The Seventh Amendment increases the number of shares of the Company’s common stock reserved for issuance under the 2019 Equity Plan by 15,000,000 shares. No further amendments were made to the 2019 Equity Plan.

A description of the terms of the Seventh Amendment and the 2019 Equity Plan is included in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”), under the heading “Proposal No. 4: Approval of the Seventh Amendment to the 2019 Equity Plan to Increase the Number of Shares Reserved for Issuance thereunder by 15,000,000 Shares,” which description is incorporated herein by reference.

The foregoing description of the Seventh Amendment and the 2019 Equity Plan, as well as the description set forth in the Proxy Statement, is qualified in its entirety by reference to the full text of the Seventh Amendment and of the 2019 Equity Plan, filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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

Set forth below are the matters on which the Company’s shareholders voted at the 2026 Annual Meeting, along with final voting results, as reported by the Company’s independent inspector of election.

The final voting results for each proposal presented at the 2026 Annual Meeting are set forth below:

Proposal No. 1: Election of Directors

Director Nominee		Director Class		Expiration of Term		For		Withheld		Broker Non-Votes
Lance D’Ambrosio		Class II		2029 Annual Meeting		193,555,099		22,283,990		55,950,688
Michael Turner		Class II		2029 Annual Meeting		203,597,300		12,241,789		55,950,688

Accordingly, the director nominees, Mr. Lance D’Ambrosio and Mr. Michael Turner, were elected by the stockholders to serve on the Board as Class II Directors, with terms of office expiring at the 2029 Annual Meeting and until their successors are duly elected and qualified, or each director’s earlier death, resignation, or removal.

Proposal No. 2: Ratification, in a Non-binding Advisory Basis, of Auditor Appointment

For		Against		Abstaining		Broker Non-Votes

270,339,887		810,653		639,237		0

Accordingly, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, was ratified.

Proposal No. 3: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

For		Against		Abstaining		Broker Non-Votes

210,538,101		4,343,765		957,223		55,950,688

Accordingly, by a non-binding advisory vote of the stockholders, the Company’s executive compensation for the year ended December 31, 2025, was approved.

Proposal No. 4: Approval of the Seventh Amendment to the 2019 Equity Plan to Increase the Number of Shares Reserved for Issuance thereunder by 15,000,000 Shares


For		Against		Abstaining		Broker Non-Votes

210,658,327		4,308,923		871,839		55,950,688

Accordingly, the proposal to approve the Seventh Amendment to the 2019 Equity Plan was approved.

Item 9.01 – Financial Statements and Exhibits.

(d)Exhibits.

10.1		Seventh Amendment to the 2019 Equity Incentive Plan of Riot Platforms, Inc.
10.2		2019 Equity Incentive Plan of Riot Platforms, Inc., as amended.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

S I G N A T U R E

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RIOT PLATFORMS, INC.


	By:	/s/ Jason Chung
	Name:	Jason Chung
	Title:	Chief Financial Officer

Date: June 15, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents