CLEANSPARK, INC. : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

September 17, 2021 at 05:12 pm EDT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

As described in Item 5.07 below, on September 15, 2021, at the 2021 annual meeting of stockholders (the "Annual Meeting") of CleanSpark, Inc. (the "Company"), the Company's stockholders approved an amendment (the "Plan Amendment") to the Company's 2017 Incentive Plan (the "2017 Plan") to (i) increase the number of shares of common stock authorized for issuance thereunder from 1,500,000 shares to 3,500,000 shares and (ii) revise Section 19 of the 2017 Plan to more closely align with the provisions of Section 422 of the Internal Revenue Code of 1986, as amended, and Section 17.2 of the 2017 Plan. The Plan Amendment was previously approved by the Board of Directors (the "Board") of the Company, subject to stockholder approval, on July 16, 2021. The Plan Amendment became effective on September 17, 2021 following receipt of stockholder approval.

Additional information regarding the Plan Amendment is set forth in the Company's Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") on August 2, 2021, which information is incorporated herein by reference. Such information and the foregoing description of the Plan Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Second Amendment to CleanSpark, Inc. 2017 Incentive Plan, a copy of which is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

First Amended and Restated Articles of Incorporation

On September 17, 2021, following the Annual Meeting, the Company filed its First Amended and Restated Articles of Incorporation (the "Amended and Restated Articles") with the Secretary of State of the State of Nevada, which Amended and Restated Articles became effective upon filing. The Amended and Restated Articles were previously approved by the Company's Board, subject to stockholder approval, on July 16, 2021, and were approved by the Company's stockholders at the Company's Annual Meeting. See Item 5.07, below, for additional information regarding the results of the Annual Meeting.





Amended and Restated Bylaws

On September 17, 2021, following the Annual Meeting, the Company adopted its First Amended and Restated Bylaws (the "Amended and Restated Bylaws"). The Amended and Restated Bylaws were previously approved by the Company's Board, subject to stockholder approval, on July 16, 2021, and were approved by the Company's stockholders at the Company's Annual Meeting. See Item 5.07, below, for additional information regarding the results of the Annual Meeting.

Additional information regarding the Company's Amended and Restated Articles and Amended and Restated Bylaws, including the terms thereof, is set forth in the Proxy Statement, which information is incorporated herein by reference. Such information and the foregoing description of the Amended and Restated Articles and Amended and Restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the First Amended and Restated Articles of Incorporation and First Amended and Restated Bylaws, copies of which are attached to this Current Report as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders:

On September 15, 2021, the Company held the Annual Meeting in a virtual format. At the Annual Meeting, stockholders entitled to 97,299,490 votes, or approximately 85.76% of the 113,446,392 votes attributable to the Company's 34,696,392 shares of common stock and 1,750,000 shares of preferred stock outstanding as of July 19, 2021, the record date, were present or represented by proxy. All matters voted upon at the Annual Meeting were approved by the Company's stockholders and two (2) years was selected as the frequency of the non-binding advisory vote on executive compensation. The final voting results on the proposals presented for stockholder approval at the Annual Meeting were as follows:

Proposal No. 1: To elect five directors to hold office until the next annual meeting of stockholders of the Company or until their successors are duly elected and qualified, subject to prior death, resignation, or removal.