Item
5.07 Submission of Matters to a Vote of Security Holders.
On
October 23, 2019, Riot Blockchain, Inc. (“Riot” or the “Corporation”) held its annual meeting
of stockholders (the “Annual Meeting”) to vote on the proposals identified in the definitive proxy statement
filed by the Corporation with the U.S. Securities and Exchange Commission on September 20, 2019.
As
of the close of business on September 3, 2019, the record date for the Annual Meeting, 23,555,930 shares (the “Shares”)
of Riot’s common stock were issued and outstanding and entitled to vote at the Annual Meeting. 14,530,420 Shares were represented
in person or by proxy at the Annual Meeting, constituting more than 33 and 1/3% of the Shares and a quorum for conducting business
according to the Corporation’s bylaws.
At
the Annual Meeting, the following five (5) proposals were voted on by the Corporation’s stockholders:
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Proposal No. 1:
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Election of Directors;
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Proposal No. 2:
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Ratification of the Independent Auditors;
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Proposal No. 3:
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Advisory Vote on the Corporation’s Executive Compensation;
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Proposal No. 4:
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Advisory Vote on the Frequency of Future Advisory Votes on the Corporation’s Executive
Compensation; and
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Proposal No. 5:
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Approval of the 2019 Riot Blockchain, Inc. Equity Incentive Plan
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The
Corporation’s stockholders approved, upon the recommendation of the Board of Directors, each of these five (5) proposals
at the Annual Meeting. The final voting results on each of the proposals by the Corporation’s stockholders at the Annual
Meeting are set forth below:
Proposal
No. 1: Election of Directors
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Shares
Voted For
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Shares
Withheld
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Broker
Non-Votes
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Remo Mancini
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2,360,486
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265,866
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12,193,117
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Jason Les
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3,344,303
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282,049
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12,193,117
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Benjamin Yi
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3,336,992
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289,360
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12,193,117
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Accordingly,
each of Messrs. Mancini, Les, and Yi were elected by the stockholders as members of the Board of Directors to serve until the
next annual meeting of the stockholders or their earlier resignation, removal or death.
Proposal
No. 2: Ratification of the Independent Auditors
Shares
Voted For
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Shares
Voted Against
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Shares
Abstaining
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12,951,736
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1,257,887
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320,797
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Accordingly, the appointment of Marcum, LLP, as the Corporation’s
independent registered public accounting firm for the year ending December 31, 2019 was approved by the stockholders.
Proposal
No. 3: Advisory Vote on the Corporation’s Executive Compensation
Shares
Voted For
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Shares
Voted Against
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Shares
Abstaining*
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2,201,162
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370,338
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12,247,726
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*
Includes broker non-votes
Accordingly, by advisory vote of the stockholders, the Corporation’s
executive compensation for the year ended December 31, 2018 was approved.
Proposal
No. 4: Advisory Vote on the Frequency of Future Advisory Votes on the Corporation’s Executive Compensation
Every
Year
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Every
Two Years
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Every
Three Years
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Shares
Abstaining*
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2,282,178
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74,957
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41,194
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12,415,012
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*
Includes broker non-votes
Accordingly, “Every Year” was selected as the stockholders’
preference for the frequency of future advisory votes on the Corporation’s executive compensation.
Proposal
No. 5: Approval of the 2019 Riot Blockchain, Inc. Equity Incentive Plan
Shares
Voted For
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Shares
Voted Against
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Shares
Abstaining*
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2,092,695
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395,523
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12,328,078
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*
Includes broker non-votes
Accordingly, the 2019 Riot Blockchain,
Inc. Equity Incentive Plan was approved by vote of the stockholders.
S
I G N A T U R E
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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RIOT BLOCKCHAIN, INC.
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By:
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/s/ Jeffrey McGonegal
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Jeffrey McGonegal
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Chief Executive Officer
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Date:
October 28, 2019