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
(Amendment
No. )
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by the Registrant ☒ |
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by a Party other than the Registrant ☐ |
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material under §240.14a-12 |
Marathon
Digital Holdings, Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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maximum aggregate value of transaction: |
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SUPPLEMENT
TO DEFINITIVE PROXY STATEMENT FOR
ANNUAL
MEETING OF STOCKHOLDERS
TO
BE HELD THURSDAY, JUNE 27, 2024
On
April 29, 2024, Marathon Digital Holdings, Inc., a Nevada corporation (the “Company,” “we,”
“us,” or “our”), filed a definitive proxy statement on Schedule 14A (the “Proxy
Statement”) with the Securities and Exchange Commission (“SEC”) in connection with the Company’s
2024 annual meeting of stockholders to be held on Thursday, June 27, 2024, at 8:00 a.m. Pacific Time (the “Annual Meeting”).
The
Company is filing this supplement to the Proxy Statement (this “Supplement”) to provide additional information
relating to Proposal No. 4 for consideration by stockholders. Capitalized terms used and not otherwise defined in this Supplement have
the meaning given to them in the Proxy Statement. This Supplement should be read in conjunction with the Proxy Statement, as well as
with any additional soliciting material we have filed or may file with the SEC, which we encourage you to read carefully and in its entirety
before making a voting decision. This Supplement is being filed with the SEC and is being made available to stockholders on or about
June 20, 2024.
THIS
SUPPLEMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.
Dear
Stockholders:
We
are writing to encourage you to vote in accordance with the recommendations of our board of directors (the “Board”)
on all of the proposals to be voted upon at the Annual Meeting. In particular, we seek your support for Proposal No. 4, the approval
of an amendment to our Amended and Restated 2018 Equity Incentive Plan (our “2018 Plan”) to increase the number
of shares of our common stock, par value $0.0001 per share (the “Common Stock”) reserved under our 2018 Plan
by 15,000,000 (the “Plan Amendment”), which is more fully described in the Proxy Statement. Our Board approved
the Plan Amendment on April 26, 2024, subject to stockholder approval at the Annual Meeting. If Proposal No. 4 is approved by stockholders,
the Plan Amendment will be effective as of the Annual Meeting.
Rationale
for Proposal No. 4: Approval of an Amendment to our 2018 Plan
The
purpose of our 2018 Plan is to enhance our ability to attract and retain the services of employees, directors, consultants, advisors,
and executives whose services are considered critical to our future success, to encourage a sense of ownership among such persons, and
to motivate the sustained interest of such persons to work towards the achievement of our strategic objectives.
As
a key element of our executive compensation program, we provide long-term equity incentive compensation to our employees, which we refer
to as the Long-Term Incentive Program (“LTIP”). LTIP awards are issued in the form of restricted stock units
and are granted pursuant to our 2018 Plan. Long-term equity incentive compensation is a typical compensation element within our industry
and the market generally, and retaining the ability to issue meaningful equity incentive awards to our employees and other service providers
is critical to our ability to provide the market competitive compensation necessary to retain our talented employees.
LTIP
awards closely align with our pay-for-performance philosophy pursuant to which we seek to align the total compensation paid to our executive
officers with our achievement of strategic objectives deemed critical to the growth and success of our business. Specifically, for 2023,
the LTIP awards were determined based on our performance relative to certain performance objectives, including increases in our stock
price and market capitalization, exceeding our exahash rate targets, outperforming third-party pool operators, and strengthening our
balance sheet. The LTIP awards also align the interests of our executives with those of our stockholders since the value of the awards
is directly tied to the value of the Common Stock. Further, the LTIP is designed to be retentive because, even after the LTIP awards
have been earned based on performance, they continue to vest over a long-term service period. Accordingly, the issuance of the LTIP awards
aligns closely with our executive compensation objectives.
As
stated above, the Plan Amendment will increase the number of shares of Common Stock reserved under our 2018 Plan by 15,000,000, which
will enable the Compensation Committee of the Board to continue to grant LTIP awards to align the interests of our employees with those
of our stockholders and promote our long-term success.
To
that end, we are asking stockholders to approve the Plan Amendment to increase the number of shares of Common Stock reserved for issuance
under our 2018 Plan. Without stockholder approval of Proposal No. 4, we believe our ability to attract and retain the services of employees
and other service providers important to our success would be negatively impacted, and our recruiting, retention and incentive efforts
would become more difficult.
Glass
Lewis Support
We
are pleased that Glass, Lewis & Co. LLC (“Glass Lewis”), a leading independent proxy advisory firm, expressed
support for the approval of the Plan Amendment and recommended that stockholders vote in favor of Proposal No. 4.
In
keeping with the recommendations of Glass Lewis and our Board, we strongly encourage you to vote “FOR” Proposal No. 4, the
approval of the Plan Amendment.
Voting
Matters
Your
vote is important. Stockholders of record as of the close of business on Monday, April 29, 2024 are entitled to notice of and to vote
at the Annual Meeting, or any adjournments or postponements thereof. Holders of record can vote by proxy or by virtually attending the
Annual Meeting where votes can be submitted electronically via live webcast. If you wish to vote by proxy, you can vote by Internet,
telephone, or mail as described in the Proxy Statement. Whether or not you plan to attend the Annual Meeting, we encourage you to read
the Proxy Statement, this Supplement, and any additional soliciting material we have filed or may file with the SEC, and submit your
proxy or voting instructions as soon as possible to ensure your shares are represented. For additional instructions on attending the
Annual Meeting or voting your shares, please refer to the section titled “Questions and Answers About the Annual Meeting and
Voting” in the Proxy Statement.
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By
Order of the Board of Directors: |
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/s/
Fred Thiel |
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Fred
Thiel |
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Chief
Executive Officer and Chairperson of the Board |
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