TeraWulf (NASDAQ: WULF) reports 2026 Annual Meeting voting results

Rhea-AI Filing Summary

TeraWulf Inc. reported results from its Annual Meeting of Stockholders held on June 9, 2026. A total of 348,345,521 shares were present or represented by proxy, equal to approximately 80.01% of outstanding common stock as of the April 13, 2026 record date.

Stockholders elected nine directors to serve until the 2027 Annual Meeting or until a successor is duly elected and qualified. They also approved, on a non-binding advisory basis, the 2025 compensation of TeraWulf’s named executives and ratified the appointment of Deloitte & Touche LLC as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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: 348,345,521 shares Participation rate: 80.01% Say-on-pay votes for: 179,761,319 votes +4 more

7 metrics

Shares represented at meeting 348,345,521 shares Present or by proxy at June 9, 2026 Annual Meeting

Participation rate 80.01% Portion of outstanding common stock as of April 13, 2026 record date

Say-on-pay votes for 179,761,319 votes Non-binding advisory approval of 2025 executive compensation

Say-on-pay votes against 92,319,915 votes Non-binding advisory vote on 2025 executive compensation

Auditor ratification votes for 346,591,072 votes Ratification of Deloitte & Touche LLC for fiscal year ending December 31, 2026

Auditor ratification votes against 610,441 votes Appointment of Deloitte & Touche LLC for 2026

Broker non-votes on Proposals 1 and 2 75,005,782 shares Director elections and advisory vote on executive compensation

Key Terms

Annual Meeting of Stockholders, Broker Non-Votes, non-biding advisory basis, Independent Registered Public Accounting Firm, +1 more

5 terms

Annual Meeting of Stockholders financial

"On June 9, 2026, TeraWulf Inc. held its Annual Meeting of Stockholders"

Broker Non-Votes financial

"For | Withhold | Broker Non-Votes Paul Prager | 269,921,879 | 3,417,860 | 75,005,782"

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.

non-biding advisory basis financial

"Our stockholders approved, on a non-biding advisory basis, the 2025 compensation of TeraWulf’s named executives."

Independent Registered Public Accounting Firm financial

"ratification of appointment of Deloitte & Touche LLC as TeraWulf’s Independent Registered Public Accounting Firm for 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.

record date financial

"representing approximately 80.01% percent of the Company’s outstanding common stock as of the April 13, 2026 record date."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

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Understanding 8-K Material Events →

0001083301FALSENasdaq00010833012024-04-022024-04-02

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

TERAWULF INC.

(Exact name of registrant as specified in its charter)

Delaware			001-41163			87-1909475
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

9 Federal Street

Easton, Maryland 21601

(Address of principal executive offices) (Zip Code)

(410) 770-9500

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐			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, $0.001 par value per share			WULF			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 5.07. Submission of Matters to a Vote of Securities Holders.

On June 9, 2026, TeraWulf Inc. (“TeraWulf” or the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 348,345,521 shares of the Company’s common stock were present electronically or represented by proxy at the Annual Meeting, representing approximately 80.01% percent of the Company’s outstanding common stock as of the April 13, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which was described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2026:

Proposal 1 - Election of Directors: Our stockholders elected the following nine directors to serve until the 2027 Annual Meeting or until a successor is duly elected and qualified. The voting results for each of the nominees were as follows:

						For						Withhold						Broker Non-Votes
Paul Prager						269,921,879						3,417,860						75,005,782
Nazar Khan						270,937,776						2,401,963						75,005,782
Kerri Langlais						269,529,468						3,810,271						75,005,782
Michael Bucella						264,094,637						9,245,102						75,005,782
Walter Carter						270,382,268						2,957,471						75,005,782
Amanda Fabiano						271,969,893						1,369,846						75,005,782
Catherine Motz						259,703,960						13,635,779						75,005,782
Steven Pincus						251,989,771						21,349,968						75,005,782
Lisa Prager						257,630,363						15,709,376						75,005,782

Proposal 2 - Non-binding, Advisory Vote on Executive Compensation: Our stockholders approved, on a non-biding advisory basis, the 2025 compensation of TeraWulf’s named executives. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
179,761,319						92,319,915						1,258,505						75,005,782

Proposal 3 - Ratification of appointment of Deloitte & Touche LLC (“Deloitte”) as TeraWulf’s Independent Registered Public Accounting Firm for 2026: Our stockholders ratified the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
346,591,072						610,441						1,144,008						0

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.

TERAWULF INC.
By:			/s/ Stefanie C. Fleischmann
Name:			Stefanie C. Fleischmann
Title:			Chief Legal Officer and Corporate Secretary

Dated: June 10, 2026

FAQ

What did TeraWulf (WULF) stockholders vote on at the 2026 Annual Meeting?

Stockholders voted on electing nine directors, approving 2025 executive compensation on a non-binding advisory basis, and ratifying Deloitte & Touche LLC as independent registered public accounting firm for the fiscal year ending December 31, 2026.

How many TeraWulf (WULF) shares were represented at the June 2026 Annual Meeting?

A total of 348,345,521 shares of TeraWulf common stock were present electronically or represented by proxy, representing approximately 80.01% of outstanding common stock as of the April 13, 2026 record date for the Annual Meeting.

Did TeraWulf (WULF) stockholders approve executive compensation for 2025?

Yes. Stockholders approved, on a non-binding advisory basis, the 2025 compensation of TeraWulf’s named executives, with 179,761,319 votes for, 92,319,915 against, 1,258,505 abstentions, and 75,005,782 broker non-votes recorded in the results.

Who was elected to TeraWulf (WULF)’s board at the 2026 Annual Meeting?

Nine directors were elected: Paul Prager, Nazar Khan, Kerri Langlais, Michael Bucella, Walter Carter, Amanda Fabiano, Catherine Motz, Steven Pincus, and Lisa Prager, each to serve until the 2027 Annual Meeting or until a successor is duly elected and qualified.

Did TeraWulf (WULF) ratify its independent auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLC as TeraWulf’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 346,591,072 votes for, 610,441 against, and 1,144,008 abstentions, with no broker non-votes reported.

What were broker non-votes in TeraWulf (WULF)’s 2026 Annual Meeting results?

Broker non-votes totaled 75,005,782 shares on the director elections and the advisory vote on executive compensation, and there were 0 broker non-votes on ratification of Deloitte & Touche LLC as the independent registered public accounting firm for 2026.

Filing Exhibits & Attachments

3 documents

Other Documents

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