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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): June 23, 2023

 

TERAWULF INC.
(Exact name of registrant as specified in its charter)

 

 

 

Delaware

001-41163

87-1909475

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

9 Federal Street

Easton, Maryland 21601

(Address of principal executive offices) (Zip Code)

 

(410) 770-9500

(Registrant’s telephone number, including area code)

 

 

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 (see General Instruction A.2. below):

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))

 

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, $0.001 par value per share

 

WULF

The Nasdaq Stock Market LLC

 

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.

 

 

Item 5.07Submission of Matters to a Vote of Securities Holders.

On June 21, 2023, TeraWulf Inc. (“TeraWulf”) held its Annual Meeting of Shareholders. The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:

Proposal 1 - Election of Directors: Our shareholders elected the following nine directors to serve until the 2024 Annual Meeting or until a successor is duly elected and qualified. The voting results for each of the nominees were as follows:

    

For

    

Withhold

    

Broker
Non- Votes

Paul B. Prager

98,844,192

3,452,407

55,513,669

Nazar M. Khan

98,657,231

3,639,368

55,513,669

Kerri M. Langlais

98,098,626

4,197,973

55,513,669

Michael C. Bucella

102,034,527

262,072

55,513,669

Walter E. Carter

99,083,560

3,213,039

55,513,669

Catherine J. Motz

102,012,307

284,292

55,513,669

Jason G. New

101,996,301

300,298

55,513,669

Steven T. Pincus

97,187,890

5,108,709

55,513,669

Lisa A. Prager

97,559,830

4,736,769

55,513,669

Proposal 2 - Non-binding Advisory Vote to Approve Executive Compensation: Our shareholders approved the 2022 compensation of TeraWulf’s named executives. The voting results were as follows:

For

    

Against

    

Abstain

    

Broker
Non- Votes

97,965,502

4,024,261

306,836

55,513,669

Proposal 3 - Ratification of the selection of RSM US LLP (“RSM”) as TeraWulf’s independent registered public accounting firm for 2023: Our shareholders ratified the selection of RSM as our independent registered public accounting firm for 2023. The voting results were as follows:

For

    

Against

    

Abstain

Broker
Non- Votes

157,290,041

283,092

237,135

0

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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, hereunto duly authorized.

 

 

TERAWULF INC.

 

 

 

 Dated: June 23, 2023

By:

 

/s/ Stefanie Fleischmann

 

Name:

 

Stefanie Fleischmann

 

Title:

 

General Counsel and Corporate Secretary

 

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