Independent
Tenure on this board
5.0 yrs
2 nominees · 4 ballot items.
Elect two Class II directors (Lance D’Ambrosio and Michael Turner); ratify Deloitte & Touche LLP as independent auditors for 2026; approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (Say-on-Pay); and approve the Seventh Amendment to the 2019 Equity Incentive Plan to add 15,000,000 shares to the plan reserve.
Elect as Class II directors the two nominees (Lance D’Ambrosio and Michael Turner) to serve terms expiring at the 2029 Annual General Meeting.
Ratify, in a non-binding advisory vote, the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the 2026 Proxy Statement.
This non-binding advisory proposal asks shareholders to approve the Company’s 2025 executive compensation disclosures, including the Compensation Discussion and Analysis and related compensation tables. Management frames the request as an opportunity for shareholders to endorse the Board’s approach to aligning pay with strategic objectives, particularly the transition toward data center development and the use of performance-based long-term incentives. The Compensation Committee made concrete responsiveness changes after the 2025 Say-on-Pay vote — notably suspending LTIP awards to the 2024 NEOs, implementing a negative absolute TSR cap on LTIP payouts, refining the AIP metrics to emphasize data center revenue and NOI, and eliminating Bitcoin-denominated base or AIP pay for the CEO and Executive Chairman beginning in 2026. The vote is advisory and non-binding, but the Board will consider the result when making future compensation decisions and engaging with investors. In assessing the proposal, an informed analyst should weigh the Company’s recent governance responsiveness, the increasing emphasis on performance-based equity tied to relative TSR and multi-year vesting structures, and changes to AIP metrics to reflect the Company’s strategic pivot. The Company has sought to strengthen alignment by capping payouts when absolute TSR is negative and expanding performance rigor; however, the historical use of very large one-time awards in prior years remains a context risk that shaped investor backlash and required remediation. If approved, the outcome signals shareholder acceptance of management’s changes and supports continuity in incentive design; if rejected, it would signal continued investor dissatisfaction and likely prompt further compensation adjustments and intensified engagement. Given the Board’s stated actions to address past concerns and the disclosed governance safeguards (negative TSR cap, clawback policy, no evergreen automatic refresh), the Board recommends a FOR vote as consistent with long-term alignment, though shareholders should monitor future award quantum and the realized pay outcomes versus performance.
Approve the Seventh Amendment to the 2019 Equity Incentive Plan to increase the number of shares reserved for issuance under the plan by 15,000,000 shares.
This management proposal requests shareholder approval to add 15,000,000 shares to the 2019 Equity Incentive Plan’s reserve, increasing the pool available for grants to employees, executives and non-employee directors. Management and the Compensation Committee justify the request on the basis that the existing share reserve has been drawn down by sustained grant activity during a period of rapid company expansion and strategic investment, including acquisitions and the buildout and transition to data center development. The Amendment is presented as a preserve of flexibility: it does not itself change award terms or plan mechanics but increases the available share count to enable continued use of time-based and performance-based awards, including the LTIP structure that splits awards between service-based and performance-based components. The Board highlights plan design features intended to limit dilution and governance risk — no evergreen automatic increases, no repricing without shareholder approval, limited share recycling, no dividends on unvested awards, and robust forfeiture and clawback provisions. A sophisticated analyst should evaluate the proposed increase in the context of the Company’s historical share usage, the dilution impact (the filing cites basic dilution of ~3.97% for the proposed 15M addition), the pace of future hiring and retention needs tied to the Company’s strategic pivot, and whether alternative compensation (cash or retention bonuses) might be more capital-efficient. Another consideration is the quantum and structure of future awards: the Board’s prior large one-time awards prompted shareholder concern and the Compensation Committee has since adjusted practices (e.g., suspending certain LTIP grants in response to stockholder feedback), which mitigates governance risk but warrants monitoring of future grant sizes and performance conditions. If approved, the amendment maintains the Compensation Committee’s discretion to grant a range of award types under the existing Plan framework; if rejected, the Company may have to rely more on cash pay or more narrowly targeted grants, which could raise retention risk during a critical phase of its data center commercialization. Overall, given the Company’s recent growth, continued need to attract specialized talent for data-center and energy operations, and stated governance safeguards, a vote FOR is consistent with enabling management to execute the strategic plan, but shareholders should expect continued engagement on grant sizing, performance metrics, and dilution management.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.73% | 21,685,659 | $268M |
| 2 | Starboard Value LPActivist | 4.11% | 15,544,576 | $192M |
| 3 | BlackRock, Inc. | 4.01% | 15,160,514 | $187M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.93% | 14,865,081 | $184M |
| 5 | FMR LLC | 3.22% | 12,187,653 | $151M |
| 6 | Situational Awareness Partners LP | 3.04% | 11,502,137 | $142M |
| 7 | Situational Awareness LP | 3.04% | 11,502,137 | $142M |
| 8 | BlackRock, Inc. | 2.68% | 10,127,630 | $125M |
| 9 | NOMURA HOLDINGS INC | 2.51% | 9,496,808 | $117M |
| 10 | STATE STREET CORP | 2.43% | 9,189,730 | $114M |
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