Cipher Digital Inc. 8-K

What Happened

• Cipher Digital Inc. filed an 8‑K disclosing results from its June 2, 2026 Annual Meeting of Stockholders. A total of 268,911,228 shares were present or represented by proxy (approximately 66.24% of outstanding shares as of the April 8, 2026 record date).
• Stockholders elected three directors to terms expiring at the 2029 annual meeting: Thomas Duda (185,093,985 FOR; 806,976 WITHHELD; 83,010,267 broker non‑votes), James Newsome (180,819,379 FOR; 5,081,582 WITHHELD; 83,010,267 broker non‑votes), and Wesley Williams (157,876,759 FOR; 28,024,202 WITHHELD; 83,010,267 broker non‑votes).
• The appointment of CBIZ CPAs P.C. as the company’s independent registered public accounting firm for 2026 was ratified (265,902,590 FOR; 1,649,851 AGAINST; 1,358,787 ABSTAINED).
• The advisory (non‑binding) vote on executive compensation was approved by shareholders (154,473,020 FOR; 30,443,644 AGAINST; 984,297 ABSTAINED; 83,010,267 broker non‑votes).

Key Details

• Annual Meeting date: June 2, 2026; record date: April 8, 2026.
• Shares present/represented: 268,911,228 (~66.24% of outstanding).
• Director vote highlights: Thomas Duda and James Newsome received strong FOR support; Wesley Williams received substantially higher withheld votes (28,024,202).
• Auditor ratification: CBIZ CPAs P.C. ratified with ~99% of voting shares FOR (no broker non‑votes reported for this proposal).

Why It Matters

• Governance: Election results confirm the board’s composition through 2029, providing continuity of management oversight.
• Audit oversight: Ratification of CBIZ CPAs P.C. signals shareholder support for the company’s choice of independent auditor for 2026.
• Executive pay: The non‑binding advisory vote on executive compensation passed, indicating majority shareholder approval, though it is advisory and not legally binding.
• Proxy dynamics: The large number of broker non‑votes (~83 million) and the sizable withheld votes for one director are important proxy indicators for investors to monitor in future governance and shareholder engagement matters.

Filed via Form 8‑K on June 8, 2026; signed by CEO Tyler Page.