GOOD WORK : Submission of Matters to a Vote of Security Holders - Form 8-K

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- Votes
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