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 | |
