Iren Ltd

1. 1

   Re-elect Christopher Guzowski as a director for a three-year term expiring at the 2029 AGM

   ManagementBoard: FOR

   Re-elect Christopher Guzowski as a Class I director for a further three-year term ending at the conclusion of the 2029 annual general meeting.

2. 2

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

   ManagementBoard: FOR

   Approve a selective buyback of up to 14,519,103 ordinary shares from Citibank, N.A. under IREN's Prepaid Forward Transactions, allowing share settlement instead of mandatory cash settlement.

   More detail

   Proposal 2 asks shareholders to authorize IREN to conduct a selective buyback of up to 14,519,103 fully paid ordinary shares from Citibank, N.A. under the company’s Prepaid Forward Transactions. The transactions were entered into in connection with IREN’s 3.25% convertible senior notes due 2030 and 3.50% convertible senior notes due 2029. IREN prepaid the purchase price and has no additional cash payment obligation, but absent approval the transactions must be settled solely in cash. Approval would give IREN the option to take delivery of its own shares at final or earlier settlement rather than cash settlement. Management says share settlement could help mitigate dilution associated with the convertible notes and avoid the burden of facilitating a registered offering by Citi. Any shares repurchased would be cancelled, and the approval would remain valid for 12 months, without obligating IREN to repurchase shares during that period. Certain selling shareholders and associated persons are excluded from voting, and the Board unanimously recommends FOR approval.

3. 3

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

   ManagementBoard: FOR

   Approve a selective buyback of up to 149,899,998 ordinary shares from the capped-call counterparties, allowing IREN to receive shares rather than cash upon settlement of its capped call transactions.

   More detail

   Proposal 3 asks shareholders to approve a selective buyback of up to 149,899,998 ordinary shares in aggregate from the counterparties to IREN’s Capped Call Transactions. The capped calls were purchased in connection with multiple convertible-note issuances from December 2024 through May 2026. They are intended to reduce potential dilution on note conversion or offset cash payments above principal, subject to specified strike and cap prices. Because Australian law restricts a company’s acquisition of its own shares, IREN needs shareholder approval to receive shares upon exercise or early settlement. Without approval, settlements would be solely in cash, while approval gives IREN discretion to receive cash or ordinary shares. Management argues that share settlement would provide greater flexibility to manage dilution from the convertible notes, although the effect on control is uncertain because settlement timing and amount remain discretionary. The approval would last 12 months, would not compel any buyback, and repurchased shares would be cancelled. Certain selling shareholders and associated persons cannot vote, and the Board unanimously recommends FOR approval.

4. 4

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

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of IREN's Fiscal 2026 named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 4 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to IREN’s Fiscal 2026 named executive officers. The vote covers the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures rather than any single pay element. IREN’s program emphasizes performance-linked compensation, with substantial short- and long-term equity incentives and significant at-risk pay for the Co-CEOs. Fiscal 2026 compensation reflected strong operating and strategic outcomes, including AI Cloud Services contracts, financing activity, expansion of the power portfolio, and the transition away from Bitcoin mining. The proposal is advisory and does not bind IREN, the Board, or the Compensation Committee. Nevertheless, the Board and Compensation Committee state that they will consider shareholder feedback, especially any significant opposition. The company received approximately 88.0% support for say-on-pay at the 2025 AGM and considered that result in setting Fiscal 2026 compensation. Australian law imposes additional proxy restrictions on key management personnel and closely related parties for this remuneration-related resolution. The Board unanimously recommends FOR approval.

5. 5

   Appoint KPMG Australia as IREN’s Australian statutory auditor

   ManagementBoard: FOR

   Appoint KPMG Australia as IREN's Australian statutory auditor effective at the conclusion of the AGM.

6. 6

   Ratify the appointment of KPMG LLP as IREN’s independent registered public accounting firm

   ManagementBoard: FOR

   Ratify, on a non-binding advisory basis, KPMG LLP's appointment as IREN's independent registered public accounting firm for the fiscal year ending June 30, 2027.

Upcoming shareholder meetings at Iren Ltd’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Iren Ltd 2026 annual meeting?

Iren Ltd (IREN) holds its 2026 annual shareholder meeting on Tuesday, November 24, 2026.

What is the record date for the Iren Ltd 2026 meeting?

The record date for the Iren Ltd 2026 meeting is Monday, September 28, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Iren Ltd's 2026 meeting?

The board is presenting 1 director nominee at the Iren Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Iren Ltd 2026 meeting?

Shareholders will vote on 6 proposals at the Iren Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.