0001083301FALSENasdaq00010833012024-04-022024-04-02
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): April 16, 2024
TERAWULF INC.
(Exact name of registrant as specified in its charter)
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| 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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 Capital Market |
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 5.07. Submission of Matters to a Vote of Securities Holders.
On April 16, 2024, TeraWulf Inc. (“TeraWulf” or the “Company”) 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 ten directors to serve until the 2025 Annual Meeting or until a successor is duly elected and qualified. The voting results for each of the nominees were as follows:
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| | For | | Withhold | | Broker
Non-Votes |
| Paul Prager | | 134,994,472 | | 4,783,674 | | 61,298,019 |
| Nazar Khan | | 137,486,020 | | 2,292,126 | | 61,298,019 |
| Kerri Langlais | | 133,227,604 | | 6,550,542 | | 61,298,019 |
| Michael Bucella | | 139,067,465 | | 710,681 | | 61,298,019 |
| Walter Carter | | 139,046,310 | | 731,836 | | 61,298,019 |
| Amanda Fabiano | | 139,146,733 | | 631,413 | | 61,298,019 |
| Christopher Jarvis | | 139,519,425 | | 258,721 | | 61,298,019 |
| Catherine Motz | | 132,386,705 | | 7,391,441 | | 61,298,019 |
| Steven Pincus | | 139,025,048 | | 753,098 | | 61,298,019 |
| Lisa Prager | | 130,134,795 | | 9,643,351 | | 61,298,019 |
Proposal 2 - Non-binding, Advisory Vote on Executive Compensation: Our shareholders approved the 2023 compensation of TeraWulf’s named executives. The voting results were as follows:
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| For | | Against | | Abstain | | Broker
Non-Votes |
| 109,013,829 | | 5,348,246 | | 25,416,071 | | 61,298,019 |
Proposal 3 - Ratification of appointment of RSM US LLP (“RSM”) as TeraWulf’s Independent Registered Public Accounting Firm for 2024: Our shareholders ratified the selection of RSM as our independent registered public accounting firm for 2024. The voting results were as follows:
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| For | | Against | | Abstain | | Broker
Non-Votes |
| 199,260,156 | | 1,037,480 | | 778,529 | | 0 |
Proposal 4 - Approval of Amendment to the Amended and Restated Certificate of Incorporation of the Company to Increase the Maximum Number of Authorized Shares of Common Stock, with a par value of $0.001 per share (the “Common Stock”), from 400,000,000 to 600,000,000: Our shareholders approved the amendment to our Amended and Restated Certificate of Incorporation to increase the maximum number of authorized shares of Common Stock from 400,000,000 to 600,000,000. The voting results were as follows:
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| For | | Against | | Abstain | | Broker
Non-Votes |
| 190,373,876 | | 10,211,481 | | 490,808 | | 0 |
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.
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| TERAWULF INC. |
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| By: | /s/ Stefanie C. Fleischmann |
| Name: | Stefanie C. Fleischmann |
| Title: | Chief Legal Officer and Corporate Secretary |
Dated: April 17, 2024