Item 5.05 - Amendments to the Registrant's Code of Ethics.



On July 27, 2022, the Board approved and adopted the amended and restated Riot
Blockchain, Inc. Code of Ethics and Business Conduct (the "Code of Ethics") in
accordance with the requirements of Item 406 of Regulation S-K. The Code of
Ethics amends and restates the Company's prior code of ethics to better align
its procedures with the Company's business and the ethics requirements of
applicable law. The Code of Ethics is designed to ensure that Riot's business is
conducted in accordance with the highest ethical standards, and it applies to
all of Riot's directors, officers, employees, contractors, temporary employees,
and interns.

The Code of Ethics is attached to this Current Report on Form 8-K as Exhibit
14.1 and is available for download from the Company's website,
https://www.riotblockchain.com, by navigating to the "Governance" tab of the
"Investors" page and proceeding to the section entitled "Governance Documents"
at
https://www.riotblockchain.com/investors/corporate-governance/governance-documents.

Item 5.07 - Submission of Matters to a Vote of Security Holders.

On July 27, 2022, Riot Blockchain held its Annual Meeting, during which the Company's stockholders were asked to vote on the four proposals submitted by the Board for stockholder approval, as set forth in the Proxy Statement.



As disclosed in the Proxy Statement, the Board fixed May 31, 2022 as the record
date for the Annual Meeting (the "Record Date") and, pursuant to our Bylaws,
only those Shares issued and outstanding as of the Record Date were eligible to
participate in and vote at the Annual Meeting. As of the close of business on
the Record Date, there were 135,347,900 Shares entitled to vote at the Annual
Meeting.








The Company's Bylaws require the presence of a quorum of at least one-third
(33.33%) of the Shares eligible to vote at the Annual Meeting for business to be
conducted. There were 71,477,185 Shares present at the Annual Meeting in person
or by proxy, constituting approximately 52.8% of the Shares eligible to vote at
the Annual Meeting, satisfying our Bylaws' quorum requirement.

At the Annual Meeting, the following four proposals were voted on by the Company's stockholders:

Proposal No. 1: Election of Director

Proposal No. 2: Ratification of the Independent Auditors

Proposal No. 3: Advisory Vote on the Company's Executive Compensation

Proposal No. 5: Approval of the Third Amendment to the 2019 Riot Blockchain, Inc. Equity Incentive Plan

According to the final vote, the Company's stockholders approved proposals 1, 2 and 5 at the Annual Meeting, and did not approve proposal 3.

The final voting results on each of the proposals at the Annual Meeting are set forth below:

Proposal No. 1: Election of Director





Director Nominee   Director   Expiration of Term     Votes For      Votes Withheld   Broker Non-Votes
                    Class
Hubert Marleau     Class I    2025 Annual Meeting   26,323,659         5,449,757        39,703,769


Accordingly, the sole director nominee, Mr. Hubert Marleau, was elected by the
stockholders to serve on the Board as a Class I Director, with a term of office
expiring at the 2025 Annual Meeting or until a successor is duly qualified and
elected by the Company's stockholders, or his earlier death, resignation or
removal.

Proposal No. 2: Ratification of the Independent Auditors



   For        Against    Abstaining

67,063,758   2,971,595   1,441,832

Accordingly, the appointment of Marcum, LLP, as the Company's independent registered public accounting firm for the year ending December 31, 2022 was approved by the stockholders.

Proposal No. 3: Advisory Vote on the Company's Executive Compensation



   For        Against     Abstaining   Broker Non-Votes

13,377,035   17,243,012   1,153,369       39,703,769

Accordingly, by advisory vote of the stockholders, the Company's executive compensation for the year ended December 31, 2021 was not approved.

Proposal No. 4 was withdrawn, as reported by the Company on its periodic report on Form 8-K, filed on July 26, 2022 with the SEC.

Proposal No. 5: Approval of the Third Amendment to the 2019 Riot Blockchain, Inc. Equity Incentive Plan



   For        Against     Abstaining   Broker Non-Votes

20,679,549   10,490,913    602,954        39,703,769

Accordingly, the Third Amendment to the 2019 Equity Plan, as included as Appendix C to the Proxy and attached hereto as Exhibit 10.1, was approved by vote of the stockholders.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description



10.1             Third Amendment to the Riot Blockchain, Inc. 2019 Equity
               Incentive Plan.
10.2             Riot Blockchain, Inc. 2019 Equity Incentive Plan, as
               amended.
14.1             Riot Blockchain, Inc. Code of Ethics and Business Conduct.
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document).



















                                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: August 2, 2022

© Edgar Online, source Glimpses