Marathon Digital : Submission of Matters to a Vote of Security Holders - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2022

MARATHON DIGITAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-36555		01-0949984
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

1180 North Town Center Drive, Suite 100
Las Vegas, NV		89144
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: [phone]

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		MARA		The NasdaqCapital Market

Item 5.07 Submission of Matters to a Vote of Securityholders

On November 4, 2022, 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, 116,810,405 shares of common stock were issued and outstanding. A total of 59,265,944 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company's stockholders approved the below proposals (except for the increase in authorized shares of common stock which did not obtain the requisite threshold (approval of a majority of the issued and outstanding shares of common stock of the Company on the record date)):

VOTES CAST
QUESTION		YES			NO			ABSTAIN
*1) ELECTION OF CL II DIR GEORGES ANTOUN		73.263%		0.000	%		26.737	%
		19,527,618			0			7,126,623
		Broker Non-Vote:						32,611,703
* 2) ELECTION OF CL II DIR JAY LEUPP		74.318%		0.000	%		25.682	%
		19,808,945			0			6,845,297
		Broker Non-Vote:						32,611,702
3) RATIFY MARCUM LLP		94.189%		4.200	%		4.173	%
		55,821,767			2,488,950			955,219
		Broker Non-Vote:						8
4) INCRERASE AUTHORIZED TO 300 MILLION		79.860%		19.060	%		1.080	%
		47,329,622			11,296,379			639,937
		Broker Non-Vote:						6
5) TO TRANSACT SUCH OTHER BUSINESS		63.988%		32.848	%		3.154	%
		17,058,209			8,755,447			840,583
		Broker Non-Vote:						32,611,705

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 7, 2022

	MARATHON DIGITAL HOLDINGS, INC.
	By:	/s/ Hugh Gallagher
	Name:	Hugh Gallagher
	Title:	Chief Financial Officer