Item 5.07 Submission of Matters to a Vote of Securityholders

On August 6, 2021, Marathon Digital Holdings, Inc., a Nevada corporation (the "Company"), held an annual meeting of stockholders (the "Meeting"). As of the record date for the Meeting, 99,634,123 shares of common stock were issued and outstanding. A total of 52,176,388 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company's stockholders approved the following proposals:





VOTES CAST



QUESTION                                          YES                  NO            ABSTAIN

1) INCREASE 2018 EIP                            86.669%           12.437%             0.894%
                                         22,805,092             3,272,498            235,130
                                               Broker Non-Vote:           25,863,668

* 2) ELECTION OF DIRECTOR FRED THIEL            96.436%            0.000%             3.564%
                                         21,158,774                     0            782,038
                                               Broker Non-Vote:           30,235,576

* 3) ELECTION OF DIRECTOR KEVIN DENUCCIO        95.827%            0.000%             4.173%
                                         21,056,673                     0            916,849
                                               Broker Non-Vote:           30,202,866

* 4) ELECTION OF DIRECTOR SAID OUISSAL          95.678%            0.000%             4.322%
                                         21,063,656                     0            951,590
                                               Broker Non-Vote:           30,161,142

* 5) ELECTION OF DIRECTOR SARITA JAMES          95.591%            0.000%             4.409%
                                         21,044,567                     0            970,539
                                               Broker Non-Vote:           30,161,282

6) RATIFICATION OF OF RBSM LLP                  97.631%            1.256%             1.113%
                                         50,867,781               654,307            580,001
                                               Broker Non-Vote:               74,299




FORWARD-LOOKING STATEMENTS

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the "Filings") contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the Filings the words "anticipate," "believe," "estimate," "expect," "future," "intend," "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant's industry, Registrant's operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

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