Additional Proxy Soliciting Materials (definitive) (defa14a)
June 17 2022 - 08:35AM
Edgar (US Regulatory)
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:
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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 Section 240.14a-12
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RIOT
BLOCKCHAIN, 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 the appropriate box):
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No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and
0-11.
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Dear fellow Stockholder,
This letter is being sent to you as a reminder that your vote is
very important with respect to the Annual General Meeting of
stockholders (the “AGM”) of Riot Blockchain, Inc. (“Riot” or the
“Company”) to be held on July 27, 2022 at 9:00 a.m. (Eastern
Time).
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
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You are being invited to vote on the following
proposals:
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1.
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The election of the sole Class I director nominee to serve on
the Board of Directors for a term expiring at the 2025 Annual
General Meeting of stockholders.
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2.
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Ratification of the engagement of Marcum LLP as our
independent registered public accounting firm for the fiscal year
ending December 31, 2022.
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3.
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Advisory approval of the compensation of the Company’s named
executive officers.
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4.
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Approval of the amendment of the Company’s Articles of
Incorporation to increase the number of shares of common stock
authorized for issuance.
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5.
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Approval of the Third Amendment to the Riot Blockchain, Inc.
2019 Equity Incentive Plan to increase the number of shares
reserved for issuance.
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The Board of Directors of Riot Blockchain, Inc. UNANIMOUSLY
recommends that Riot stockholders vote FOR each
proposal.
HOW TO VOTE
Please vote your shares, via the methods as set out below, by
following the instructions included on your proxy card:
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Before the Meeting – www.proxyvote.com
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During the Meeting –
www.virtualstockholdermeeting.com/RIOT2022
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Vote by Phone:
1-800-690-6903
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Vote by Mail:
c/o
Broadridge, 51 Mercedes Way, Edgewood, NY 11717
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IMPORTANT INFORMATION
This letter may be deemed to be solicitation material in connection
with the proposals to be considered at the AGM. In connection with
the proposals, Riot filed a definitive proxy statement on Schedule
14A with the U.S. Securities and Exchange Commission (the “SEC”) on
June 17, 2022. Stockholders are urged to read the definitive proxy
statement and all other relevant documents filed with the SEC as
they contain important information about each proposal.
PARTICIPANTS IN THE SOLICITATION
Riot and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from Riot’s
stockholders in respect of the proposals to be considered at the
AGM. Information about Riot’s directors and executive officers can
be found in its Annual Report on Form 10-K for the year ended
December 31, 2021, as amended on Form 10-K/A filed with the SEC on
March 16, 2022 and May 2, 2022 respectively, filings on Form 3, 4
and 5 filed with the SEC, and the Company’s definitive proxy
statement for the AGM filed with the SEC on June 17, 2022.
Riot Blockchain (NASDAQ:RIOT)
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