Item 5.02 – Compensatory Arrangements of Certain Officers.
Fifth Amendment to the 2019 Equity Incentive Plan
As described in Item 5.07 of this Current Report on Form 8-K (this “Report”), the stockholders of Riot Platforms, Inc. (“Riot” or the “Company”) approved the Fifth Amendment (the “Fifth Amendment”) to the Company’s 2019 Equity Incentive Plan, as amended (the “2019 Equity Plan”) at a special meeting of Riot’s stockholders held on December 14, 2023 (the “Special Meeting”) for that purpose. Such approval authorizes the reservation of 13,000,000 additional shares of Riot’s Common Stock, no par value per share, (“Common Stock”) for issuance under the 2019 Equity Plan. The Company’s Board of Directors (the “Board”) and its Compensation and Human Resources Committee (the “Compensation Committee”), which oversees and administers the 2019 Equity Plan, unanimously approved the Fifth Amendment on October 11, 2023, and recommended it for stockholder approval at the Special Meeting.
The 2019 Equity Plan provides for awards of equity-based compensation in the form of restricted shares of Common Stock or preferred stock of the Company, or as restricted stock units, options, warrants, and other contractual rights and derivative securities relating to shares of Riot’s Common Stock. Such equity awards may be granted to all directors, officers, employees, and service providers of the Company eligible to participate in the 2019 Equity Plan. Equity awards granted under the 2019 Equity Plan are subject to certain restrictions and are at risk of forfeiture until vesting, which may occur based on the achievement of service requirements or performance criteria, as established by the Compensation Committee and specified in an award agreement covering such awards. Equity awards granted under the 2019 Equity Plan, including vested awards, may also be subject to clawback rights of the Company, as specified in the applicable award agreement, the 2019 Equity Plan, or the Company’s compensation policies and other governing documents.
A more detailed description of the Fifth Amendment and related matters was set forth in the definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 17, 2023 (the “Proxy Statement”), under the heading “Proposal No. 1: Approval of the Fifth Amendment to the 2019 Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance Thereunder by 13,000,000 Shares” and is incorporated herein by reference. The foregoing summary of the Fifth Amendment and of the 2019 Equity Plan, as well as the summaries thereof set forth in the Proxy Statement, are qualified in their entirety by reference to the full text of the Fifth Amendment and of the 2019 Equity Plan, as amended, which are filed as Exhibits 4.1 and 4.2 to this Report, respectively, and incorporated by reference herein.
Item 5.07 – Submission of Matters to a Vote of the Security Holders.
On December 14, 2023, the Company held a Special Meeting of stockholders via virtual meeting portal. The sole item of business for consideration at the Special Meeting was to hold a stockholder vote on approval of the Fifth Amendment to the 2019 Equity Plan, copies of which are filed as Exhibits 4.1 and 4.2 to this Report, respectively.
As disclosed in the Proxy Statement, the Board established October 16, 2023 as the date of record for the Special Meeting (the “Record Date”). There were 198,681,632 shares of Common Stock (the “Shares of Record”) issued and outstanding as of the close of business on the Record Date. No other class of Riot’s capital stock was issued or outstanding as of that date. According to the Company’s Bylaws, only the Shares of Record were eligible to take part in the Special Meeting.
The Company’s Bylaws require the presence of a quorum of at least one-third (33.33%) of the Shares of Record for a special stockholders’ meeting for business to be conducted at such meeting. There were 71,174,560 Shares present at the Special Meeting in person or by proxy, constituting approximately 35.82% of the Shares of Record. Thus, a quorum of the Shares of Record was achieved, and the business of the Special Meeting could proceed.
At the Special Meeting, the sole matter presented to the Company’s stockholders for their consideration was Proposal No. 1, to approve the Fifth Amendment to the 2019 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 13,000,000 shares.
According to the Company’s organizational documents and Nevada law, the affirmative vote of at least a majority of the votes cast for this proposal is required to obtain stockholder approval:
For | | Against | | Abstaining | | Broker Non-Votes |
48,143,295 | | 21,894,065 | | 1,137,200 | | N/A |
