8 nominees · 4 ballot items.
Election of eight directors to serve for the next year; charter amendment to increase authorized common stock; approval of the 2025 Omnibus Incentive Plan; and approval of a special, performance-based compensation arrangement for the Executive Chairman.
The Board proposes the election of eight director nominees to serve for the next year, with Mr. Raymond Mow having resigned in December 2025 and a vacancy on the Board; nominees listed: Thomas Lee, Chi Tsang, Michael Maloney, Lori Love, David Sharbutt, Jason Edgeworth, Olivia Howe, and Robert Sechan. All current nominees are proposed for election; if any nominee is unable to serve, the Board may designate a substitute.
Amend the Amended and Restated Certificate of Incorporation to increase the total authorized shares of Common Stock from 500,000,000 to 50,000,000,000; Board believes this enables strategic transactions and an ATM program; potential dilution; requires majority vote.
Approval of the Bitmine Immersion Technologies, Inc. 2025 Omnibus Incentive Plan, which would authorize a broad array of equity and cash-based awards, reserve 15,400,000 shares, administered by the Board or a designated committee; stockholder approval required; Plan to promote ownership and align incentives.
The Board has approved, subject to stockholder approval, a new compensation arrangement for Thomas J. Lee, including a multi-year cash opportunity up to $35 million and a 5-year plan with up to 60 million in performance-based cash, plus 1.5 million RSUs and up to 4.5 million PSUs; vesting, performance hurdles (stock price, market cap, ETH share), and change-in-control provisions; governance and evaluation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.78% | 20,343,583 | $402M |
| 2 | Clear Street Group Inc. | 2.72% | 14,636,069 | $290M |
| 3 | CITADEL ADVISORS LLC | 2.29% | 12,331,509 | $244M |
| 4 | MORGAN STANLEY | 1.99% | 10,682,454 | $211M |
| 5 | ARK Investment Management LLC | 1.80% | 9,699,165 | $192M |
| 6 | Marex Group plc | 1.69% | 9,099,551 | $180M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.60% | 8,607,064 | $170M |
| 8 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 1.57% | 8,454,599 | $167M |
| 9 | BlackRock, Inc. | 1.31% | 7,059,546 | $140M |
| 10 | Sumitomo Mitsui Trust Group, Inc. | 0.91% | 4,907,175 | $97M |
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