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 all boxes that apply):
☒ | 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. |
May 20, 2024
Fellow Riot Employees,
As you know, Riot Platforms, Inc. (“Riot”) is holding its Annual General Meeting on Wednesday, June 12, 2024, and we are asking you, our stockholders, to vote on various proposals included in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2024. An electronic copy of the definitive proxy statement is available on our website riotplatforms.com under the Investor Relations tab or on Riot’s EDGAR profile at www.sec.gov.
The following five (5) proposals are being submitted to our stockholders for consideration at the Annual Meeting:
Proposal | Board | |
1. | To elect each of Benjamin Yi and Jason Les as our Class III director nominees to serve on the Board of Directors for terms expiring at the 2027 Annual General Meeting of Stockholders. | “FOR” |
2. | To ratify, in a non-binding advisory vote, the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2024. | “FOR” |
3. | To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers (“Say-on-Pay”). | “FOR” |
4. | To approve that the Company’s Articles of Incorporation be amended to increase the number of shares of common stock authorized for issuance thereunder from 340,000,000 to 680,000,000. | “FOR” |
5. | To approve the Sixth Amendment to the 2019 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 15,000,000 shares. | “FOR” |
I, along with the rest of the Board, recommend that you vote in favor of each of these five proposals, in accordance with the requirements of your holdings, so that Riot can continue its progress towards becoming a 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 Annual General Meeting of the stockholders of Riot Platforms, Inc., scheduled for Wednesday, June 12, 2024, to please vote all of my shares of Riot’s stock in line with the recommendations of the Board of Directors.
Thank you,
[signature]”
Or please reply promptly to this e-mail with your voting instructions (FOR, AGAINST, ABSTAIN) for each proposal.
“My name is XXXXXXXXXXXXX. And I hereby authorize Okapi Partners, acting as my proxy for the upcoming Annual General Meeting scheduled on Wednesday, June 12, 2024, to please vote all of my shares (FOR, WITHHOLD) Proposal 1, (FOR, AGAINST, ABSTAIN) Proposal 2, (FOR, AGAINST, ABSTAIN) Proposal 3, (FOR, AGAINST, ABSTAIN) Proposal 4, and (FOR, AGAINST, ABSTAIN) Proposal 5.
Thank you,
[signature]”
We appreciate your consideration and thank you for your support.
Regards,
Jason Les
