Riot Blockchain (RIOT) DEFA14A Additional proxy soliciting materials

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material under Section 240.14a-12

RIOT PLATFORMS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required
☐	Fee paid previously with preliminary materials:
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

November 1, 2023

Fellow Riot Employees,

As you know, Riot Platforms, Inc. (“Riot”) is holding a Special Meeting on Thursday, December 14, 2023, and we are asking you, our stockholders, to vote on the proposal included in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 17, 2023. An electronic copy of the definitive proxy statement is available via this LINK or on the Company’s EDGAR profile at www.sec.gov.

The following proposal is being submitted to our stockholders for consideration at the Special Meeting:

	Proposal	Board Recommendation
1	To approve the Fifth Amendment to the 2019 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 13,000,000 shares.	“FOR”

I, along with the rest of the Board, recommend that you vote in favor of the proposal, in accordance with the requirements of your holdings, so that Riot can continue its progress towards becoming a vertically integrated Bitcoin mining company and market leader in our industry.

To facilitate a seamless voting process, we have retained Okapi Partners (copied on this e-mail) to act as our solicitor in connection with the stockholders' meeting, who can take your votes directly via e-mail. Therefore, to vote your shares according to the board’s recommendations, please reply promptly to this e-mail with your voting instructions as follows:

“My name is XXXXXXXXXXXXX, and I hereby authorize Okapi Partners, acting as my proxy for the upcoming Special Meeting of the stockholders of Riot Platforms, Inc., scheduled for Thursday, December 14, 2023, to please vote all of my shares of Riot’s stock in line with the recommendation of the Board of Directors.

Thank you,

[signature]”

Or please reply promptly to this e-mail with your voting instructions (FOR, AGAINST, ABSTAIN) for the proposal.

“My name is XXXXXXXXXXXXX. And I hereby authorize Okapi Partners, acting as my proxy for the upcoming Special Meeting scheduled on Thursday, December 14, 2023, to please vote all of my shares (FOR, AGAINST, ABSTAIN) Proposal 1.

Thank you,

[signature]”

We appreciate your consideration and thank you for your support.

Regards,

Jason Les