Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 2, 2024, Cipher Mining Inc. (the "Company") held its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 186,883,692 shares of the Company's common stock were present electronically or represented by proxy at the Annual Meeting, representing approximately 63.03% percent of the Company's outstanding common stock as of the March 7, 2024 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on March 19, 2024.
Proposal No. 1 - Election of Directors
At the Annual Meeting, the Company's stockholders elected the persons listed below as directors for a term of office expiring on the date of the annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualified.
Votes FOR | Votes WITHHELD |
Broker Non- | ||||
Tyler Page | 164,376,178 | 3,915,499 | 18,592,015 | |||
Cary Grossman | 150,422,180 | 17,869,497 | 18,592,015 |
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The Company's stockholders ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
186,644,721 | 138,770 | 100,201 | - |
Proposal No. 3 - Approval of Amendment to Second Amended and Restated Certificate of Incorporation to Provide for Exculpation of Officers from Breaches of Fiduciary Duty to the Fullest Extent Permitted by the General Corporation Law of the State of Delaware
The amendment of the Company's Second Amended and Restated Certificate of Incorporation to provide for exculpation of officers from breaches of fiduciary duty to the fullest extent permitted by the General Corporation Law of the State of Delaware was not approved at the Annual Meeting because it did not receive an affirmative vote of the holders of at least 66 2/3% of the total voting power of all the then outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
158,926,453 | 4,593,652 | 4,771,572 | 18,592,015 |
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Cipher Mining Inc. published this content on 06 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 May 2024 10:15:26 UTC.