Independent
Tenure on this board
2.3 yrs
Meeting calendar
MARA · Annual meeting · Thursday, June 18, 2026
Mara Holdings Inc
2 nominees · 4 ballot items.
Election of two Class III directors; Ratification of PwC as independent auditor; Advisory approval of Named Executive Officer compensation (say-on-pay); Approval to amend 2018 Equity Incentive Plan to add 18 million shares.
Market cap
$4.4B
1Y TSR
-25.8%
Board grade
C-
Record date
Apr 21, 2026
Filing
DEF 14A
Meeting concluded · Jun 18, 2026
Follow how the vote landed and what changed on Mara Holdings Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Class III Directors
ManagementBoard: FORElection of two Class III director nominees (Vicki Mealer-Burke and Douglas Mellinger) to serve three-year terms.
- 2
Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm
ManagementBoard: FORRatify PwC as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
- 3
Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay
ManagementBoard: FORNon-binding, advisory approval of the compensation paid to the Named Executive Officers for 2025 as disclosed in the proxy statement.
- 4
Approval of Amendment to the 2018 Equity Incentive Plan
ManagementBoard: FORApprove amendment to increase shares reserved under the 2018 Plan by 18 million (from 63M to 81M).
More detail
The board is asking shareholders to approve an 18 million-share increase to the company’s 2018 Equity Incentive Plan, raising the reserve from 63 million to 81 million shares. Management frames this as necessary to maintain the company’s ability to attract and retain directors, officers, employees and service providers given rapid headcount growth (employee count rose ~75% from 152 to 266 in 2025) and heavy usage of the plan (the plan was used to grant equity awards to ~80% of employees in 2025). Approval would authorize additional awards (RSUs, PSUs, options, etc.) and preserve flexibility for the Compensation Committee to grant competitive equity-based incentives. The board recommends FOR and reasons that without approval the company’s recruiting, retention and incentive efforts could be negatively impacted; the amendment is presented as consistent with governance practices and includes standard plan mechanics and anti-dilution/adjustment provisions. The proposal raises dilution, burn rate and pay-for-performance alignment considerations: approving 18 million additional shares could be dilutive to existing shareholders and increase equity compensation expense; investors should weigh share usage, historical burn rates, and the company’s compensation design (mix of PSUs/RSUs, performance metrics and vesting) when assessing the merits. The board emphasizes adoption to support strategic growth and retention during expansion and cites that awards will be discretionary and administered by the Compensation Committee with customary limits and adjustments.
Director elections
Nominees on the ballot2
Independent
Tenure on this board
4.3 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.3% | 42,916,679 | $350M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.9% | 26,439,424 | $216M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 16,352,439 | $133M |
| 4 | STATE STREET CORP | 4.0% | 15,220,168 | $124M |
| 5 | BlackRock, Inc. | 3.0% | 11,366,701 | $93M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 8,974,070 | $73M |
| 7 | Marex Group plc | 2.1% | 8,044,823 | $66M |
| 8 | UBS Group AG | 1.9% | 7,282,969 | $59M |
| 9 | GOLDMAN SACHS GROUP INC | 1.4% | 5,253,593 | $43M |
| 10 | BANK OF AMERICA CORP /DE/ | 1.1% | 4,303,912 | $35M |
Peers
Nearest market capOther Financial Services sector meetings6
Upcoming shareholder meetings at Mara Holdings Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
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Greenlight Capital Re LtdGLRE
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Reference
Frequently asked questions
- When is the Mara Holdings Inc 2026 annual meeting?
- Mara Holdings Inc (MARA) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.
- What is the record date for the Mara Holdings Inc 2026 meeting?
- The record date for the Mara Holdings Inc 2026 meeting is Tuesday, April 21, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Mara Holdings Inc's 2026 meeting?
- The board is presenting 2 director nominees at the Mara Holdings Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Mara Holdings Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Mara Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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