Bit Digital, Inc 8-K, filed May 23, 2025
Bit Digital, Inc (BTBT)
About this 8-K
Bit Digital, Inc filed this 8-K on May 23, 2025, reporting on events of May 20, 2025.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 20, 2025, Bit Digital, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “AGM”). The following matters were submitted to a vote of the Company’s shareholders at the AGM:
| 1) | the election of each of the five nominees for director; |
| 2) | the approval of the adoption of the Company’s 2025 Omnibus Equity Incentive Plan; |
| 3) | the ratification of the appointment of Audit Alliance, LLP as independent auditors for the 2025 fiscal year; |
| 4) | the approval, on a non-binding and advisory basis, of the compensation of our Named Executive Officers (or Say on Pay); and |
| 5) | the approval of the frequency of the vote to approve the compensation of our Named Executive Officers. |
At the AGM, a total of 45,292,986 ordinary shares of the Company (the “Ordinary Shares”) and 1,000,000 Preference Shares (with 50 million votes) voted in person or by proxy, out of 183,026,172 outstanding Ordinary Shares entitled to vote at the AGM. This constituted the required quorum under Cayman Islands’ law. Set forth below is the number of votes cast for, against, withheld, abstentions, broker non-votes and voting percentages as to each matter.
| 1. | Election of Directors: |
| Nomination | For | Withheld | Broker Non-Vote | % Votes Affirmative | ||||||||||||
| 01 - Zhaohui Deng | 73,181,272 | 147,901 | 138,176,089 | 84.44 | % | |||||||||||
| 02 - Erke Huang | 78,946,041 | 147,604 | 138,176,088 | 91.10 | % | |||||||||||
| 03 - Brock Pierce | 81,349,781 | 154,344 | 138,176,088 | 93.81 | % | |||||||||||
| 04 - Ichi Shih | 81,294,946 | 173,840 | 138,176,089 | 98.52 | % | |||||||||||
| 05 - Bill Xiong | 85,380,235 | 168,894 | 138,176,089 | 93.87 | % | |||||||||||
| 2. | To approve the adoption of the Company’s 2025 Omnibus Equity Incentive Plan: |
| For | Against | Abstain | Broker Non-Vote | % Votes Affirmative | |||||
| 84,816,607 | 1,587,094 | 257,979 | 138,176,088 | 97.87 | % |
| 3. | To ratify the appointment of Audit Alliance, LLP as independent auditors for the 2025 fiscal year: |
| For | Against | Abstain | Broker Non-Vote | % Votes Affirmative | |||||
| 94,623,199 | 528,626 | 141,161 | 129,544,782 | 99.30 | % |
| 4. | To approve, on a non-binding and advisory basis, of the compensation of our Named Executive Officers (or Say on Pay): |
| For | Against | Abstain | Broker Non-Vote | % Votes Affirmative | |||||
| 62,224,516 | 24,226,937 | 210,225 | 138,176,090 | 71.80 | % |
| 5. | To approve of the frequency of the vote to approve the compensation of our Named Executive Officers: |
| For 3-year frequency |
For 2-year frequency |
For 1-year frequency |
Abstain | Broker Non-Vote | % Votes Affirmative (for 3-year frequency) |
||||||
| 56,002,118 | 379,045 | 30,077,888 | 234,347 | 138,144,371 | 64.60 | % |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 23, 2025 | Bit Digital, Inc. | |
| (Registrant) | ||
| By: | /s/ Sam Tabar | |
| Name: | Sam Tabar | |
| Title: | Chief Executive Officer | |
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