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Meeting calendar
IREN · Annual meeting · Wednesday, November 19, 2025

Iren Ltd

4 nominees · 10 ballot items.

Ten proposals are up for vote at the IREN Limited AGM, encompassing constitutional amendments to align quorum with Nasdaq rules, provide for director elections, add a forum selection provision, update universal proxy advance notice provisions, implement miscellaneous constitution changes, approve IREN's 2025 Omnibus Incentive Plan, authorize repurchases of ordinary shares via Prepaid Forward and Capped Call Transactions, and hold advisory votes on executive compensation and the frequency of future such votes.

Market cap
$16.3B
1Y TSR
+441.0%
Board grade
B
Record date
Sep 29, 2025
Filing
DEF 14A
Meeting concluded · Nov 19, 2025

Follow how the vote landed and what changed on Iren Ltd’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.

Proposals

On the ballot10

  1. 1

    Approve an amendment to IREN’s constitution to align the quorum requirement to conduct shareholder meetings with Nasdaq rules

    ManagementBoard: FOR

    Amends the Constitution to require a quorum of at least 33 1/3% of voting rights (including B Class shares) to hold a meeting or adjourned meetings, aligning with Nasdaq Rule 5620(c).

  2. 2

    Approve an amendment to IREN’s constitution to provide for director elections at each annual general meeting

    ManagementBoard: FOR

    Adds a new rule structure to elect Non-Founder Directors at each AGM, under a classified board with sunset provisions and continuity benefits.

  3. 3

    Approve an amendment to IREN’s constitution to add a forum selection provision

    ManagementBoard: FOR

    Implements exclusive forum for NSW courts for derivative and fiduciary-duty claims, and U.S. federal court for Securities Act claims, to reduce forum-shopping and consolidate litigation.

  4. 4

    Approve an amendment to IREN’s constitution to update the advance notice provisions for universal proxies

    ManagementBoard: FOR

    Updates provisions to align with Rule 14a-19 universal proxies, allowing nominations that comply with SEC rules and enabling IREN to disregard noncompliant nominations.

  5. 5

    Approve amendments to IREN’s constitution to implement miscellaneous changes

    ManagementBoard: FOR

    Updates to Definitions, references to Securities Laws, general meeting business, and section numbering across amendments; alignment with foreign issuer status.

  6. 6

    Approve IREN’s 2025 Omnibus Incentive Plan

    ManagementBoard: FOR

    Proposal to adopt the 2025 Omnibus Incentive Plan to replace the 2023 LTIP and govern employee, director and consultant awards; includes share pool and various award types.

  7. 7

    Approve the repurchase by IREN of its ordinary shares pursuant to the Prepaid Forward Transactions

    ManagementBoard: FOR

    Approve selective buyback of up to 14,519,103 ordinary shares under Prepaid Forward Transactions with Citi; allows settlement in shares or cash; excludes certain selling shareholders from voting.

  8. 8

    Approve the repurchase by IREN of its ordinary shares pursuant to the Capped Call Transactions

    ManagementBoard: FOR

    Approve selective buyback of up to 66,507,881 ordinary shares under Capped Call Transactions; enables settlement in shares or cash; aims to manage dilution related to convertible notes.

  9. 9

    Approve an advisory vote on executive compensation (the “say-on-pay” vote

    ManagementBoard: FOR

    Advisory vote on the compensation of the NEOs for fiscal 2025, as disclosed in the Proxy Statement.

  10. 10

    Approve an advisory vote on the frequency of future advisory votes on executive compensation

    ManagementBoard: FOR

    Advisory vote on how often IREN should seek future say-on-pay votes (every year, every two years, every three years, or abstain); board recommends every year.

Director elections

Nominees on the ballot4

Independent
Tenure on this board
4.7 yrs
Also a director at
Bakkt Inc (BKKT)
Sunita Parasuraman
Independent
Tenure on this board
New nominee
Ownership

Top institutional holders10

Latest 13F quarter
1Defiance ETFs, LLC3.5%12,671,028$434M
2Situational Awareness Partners LP3.3%11,698,835$401M
3Situational Awareness LP3.3%11,698,835$401M
4CITIGROUP INC3.0%10,827,682$371M
5BIT Capital GmbH1.8%6,527,102$224M
6D. E. Shaw Co., Inc.Activist1.8%6,433,607$221M
7GOLDMAN SACHS GROUP INC1.5%5,466,157$187M
8Value Aligned Research Advisors, LLC1.3%4,767,607$163M
9Marex Group plc1.1%3,826,244$131M
10CANTOR FITZGERALD, L. P.0.8%2,937,510$101M
Filings

Recent key filings

Periodic reports
Definitive proxies
Reference

Frequently asked questions

When is the Iren Ltd 2025 annual meeting?
Iren Ltd (IREN) holds its 2025 annual shareholder meeting on Wednesday, November 19, 2025.
What is the record date for the Iren Ltd 2025 meeting?
The record date for the Iren Ltd 2025 meeting is Monday, September 29, 2025. Shareholders of record on or before that date are eligible to vote.
Who are the director nominees for Iren Ltd's 2025 meeting?
The board is presenting 4 director nominees at the Iren Ltd 2025 meeting, listed with their independence status and background.
What proposals will shareholders vote on at the Iren Ltd 2025 meeting?
Shareholders will vote on 10 proposals at the Iren Ltd 2025 meeting, each tagged with who proposed it and the board's recommendation.
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