8-K: TeraWulf Inc. Announces Results of 2025 Annual Meeting of Shareholders

TeraWulf Inc. held its Annual Meeting of Shareholders on May 5, 2025, and announced the results of the votes on the election of directors, executive compensation, ratification of the accounting firm, and approval of an amendment to the incentive plan.

Summary

• TeraWulf Inc. held its Annual Meeting of Shareholders on May 5, 2025.
• Shareholders elected nine directors to serve until the 2026 Annual Meeting.
• Paul Prager received 151,766,724 votes for, 2,334,529 votes withheld, and 94,858,561 broker non-votes.
• Nazar Khan received 149,404,700 votes for, 4,696,553 votes withheld, and 94,858,561 broker non-votes.
• Kerri Langlais received 149,394,097 votes for, 4,707,156 votes withheld, and 94,858,561 broker non-votes.
• Michael Bucella received 152,362,476 votes for, 1,738,777 votes withheld, and 94,858,561 broker non-votes.
• Walter Carter received 152,370,758 votes for, 1,730,495 votes withheld, and 94,858,561 broker non-votes.
• Amanda Fabiano received 152,402,872 votes for, 1,698,381 votes withheld, and 94,858,561 broker non-votes.
• Catherine Motz received 152,257,037 votes for, 1,844,216 votes withheld, and 94,858,561 broker non-votes.
• Steven Pincus received 145,673,466 votes for, 8,427,787 votes withheld, and 94,858,561 broker non-votes.
• Lisa Prager received 139,079,484 votes for, 15,021,769 votes withheld, and 94,858,561 broker non-votes.
• Shareholders approved the 2024 executive compensation with 113,214,631 votes for, 40,150,413 votes against, 736,209 abstentions, and 94,858,561 broker non-votes.
• Deloitte & Touche LLP was ratified as the independent registered public accounting firm for 2025 with 246,403,186 votes for, 1,546,562 votes against, 1,010,066 abstentions, and 0 broker non-votes.
• An amendment to the 2021 Omnibus Incentive Plan to increase the number of available shares was approved with 133,481,258 votes for, 19,700,540 votes against, 919,455 abstentions, and 94,858,561 broker non-votes.

Sentiment

Score: 7

Explanation: The document reflects a routine corporate event with positive outcomes (election of directors, approval of compensation and incentive plan). There are no indications of negative sentiment.

Positives

• All director nominees were successfully elected.
• Executive compensation was approved by shareholders.
• The appointment of Deloitte & Touche LLP as the independent accounting firm was ratified.
• The amendment to the 2021 Omnibus Incentive Plan was approved, providing more flexibility for equity-based compensation.

Future Outlook

The newly elected directors will serve until the 2026 Annual Meeting, and the approved amendment to the incentive plan will be implemented.

Industry Context

This announcement is a routine disclosure following a company's annual shareholder meeting, ensuring transparency and compliance with regulatory requirements.

Stakeholder Impact

• Shareholders have exercised their voting rights on key company matters.
• Employees may be impacted by the changes to the incentive plan.

Next Steps

• The elected directors will assume their roles.
• The amended 2021 Omnibus Incentive Plan will be implemented.

Key Dates

Keywords

Annual Meeting, Shareholders, Directors, Executive Compensation, Deloitte & Touche, Incentive Plan, TeraWulf