Item 8.01 - Other Events.
On July 26, 2022 Riot Blockchain, Inc. ("Riot," "us," "we," "our," or the
"Company") disclosed through its filing of additional proxy materials (DEFA14A)
that the Board of Directors (the "Board") of the Company determined to, in
connection with the Company's Annual General Meeting of Stockholders (the
"AGM"), withdraw Proposal No. 4 from consideration by the Company's
stockholders. As set forth in the Proxy Statement filed with the U.S. Securities
and Exchange Commission on June 17, 2022, Proposal No. 4 requested approval to
amend the Company's current Articles of Incorporation to increase the number of
shares of common stock authorized for issuance from 170,000,000 shares to
340,000,000 shares. As such, any votes cast in connection with Proposal No. 4
shall be disregarded. Your vote will be voted as you instructed on your proxy
card as to the remainder of the proposals, Proposal No. 1 (Election of
Directors), Proposal No. 2 (Ratification of Independent Auditor), Proposal No. 3
(Say-on-Pay), and Proposal No. 5 (Amendment to the Employee Incentive Plan). If
you have already returned your proxy card and would like to change your vote on
Proposals 1, 2, 3 or 5, you may revoke or change your vote at any time before
the final vote on the matter is taken at the AGM by submitting a notice of
revocation to the Company, or by timely delivery of a valid, later-dated, duly
executed proxy card. You may also revoke or change your vote by attending the
AGM and voting online. If your shares are held by a bank, broker, or other
nominee, you must contact the bank, broker, or nominee and follow their
instructions for revoking or changing your vote.
The Board reserves the right to revisit the possibility of increasing the number
of shares of common stock authorized for issuance or any alternative proposal at
any point in the future on such terms as may be determined at that time to be in
the best interest of the Company and its stockholders.
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S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
RIOT BLOCKCHAIN, INC.
By: /s/ Jeffrey McGonegal
Name: Jeffrey McGonegal
Title: Chief Financial Officer
Date: July 26, 2022
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