Riot Platforms, Inc DEFA14A, filed Jul 8, 2022
Riot Platforms, Inc. (RIOT)
DEFA14A
2022-07-08
View Original
Added on
October 27, 2026
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Section 240.14a-12
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RIOT BLOCKCHAIN, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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RIOT BLOCKCHAIN, INC. ANNOUNCES $1.00 CHARITABLE DONATION IN BITCOIN TO NO KID HUNGRY ON BEHALF OF EVERY UNIQUE STOCKHOLDER THAT VOTES
Castle Rock, CO, July 8, 2022 (GLOBE NEWSWIRE) -- Riot Blockchain, Inc. (NASDAQ: RIOT) (“Riot,” “Riot Blockchain”
or the “Company”), an industry leader in Bitcoin (“BTC”) mining and hosting is pleased to announce that, to express its appreciation for stockholder participation, Riot
will make a charitable donation of $1.00 in Bitcoin to No Kid Hungry on behalf of every unique stockholder that votes for matters pertaining to the Company’s upcoming Annual General Meeting of stockholders (the “AGM”).
As many as 13 million children in the United States live in food insecure homes, meaning their households do not have enough food for every family member to lead a healthy life. No Kid Hungry is a national campaign committed to ending child hunger
in the United States through a variety of food programs. A $50 gift to No Kid Hungry helps to provide up to 500 meals for a child struggling with hunger. As a stockholder, not only will your vote be used to determine important business decisions,
but it will also contribute to a great cause.
The proxy voting deadline is 11:59 p.m. ET on July 26, 2022.
We encourage you to vote well in advance of the deadline.
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Board
Recommendation
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1.
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Election of Hubert Marleau to serve on the Board of Directors.
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“FOR”
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Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm.
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“FOR”
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Approval, on an advisory basis, of the compensation of the Named Executive Officers as disclosed in the Proxy Statement.
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“FOR”
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4.
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Approval to amend the Articles of Incorporation of Riot Blockchain, Inc. to increase the number of shares of common stock authorized for issuance.
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“FOR”
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5.
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Approval of the Third Amendment to the Riot Blockchain, Inc. 2019 Equity Incentive Plan to increase the number of shares reserved for issuance.
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“FOR”
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Riot Blockchain AGM
The AGM is scheduled for 9:00 a.m. (Eastern Time) on Wednesday, July 27, 2022, online at www.virtualstockholdermeeting.com/RIOT2022.
Additional information concerning the proposals can be found in the definitive proxy statement dated June 17, 2022.
How To Vote
Please vote your shares, via the methods as set out below, by following the instructions included on your proxy card:
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Vote by Internet:
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Before the Meeting – www.proxyvote.com
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During the Meeting – www.virtualstockholdermeeting.com/RIOT2022
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Vote by Phone: 1-866-620-9211 or 1-800-690-6903
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Vote by Mail: c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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Important Information
This communication may be deemed to be solicitation material in connection with the proposals to be considered at the Company’s upcoming AGM. In connection with the proposals, Riot filed a
definitive proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the “SEC”) on June 17, 2022. Stockholders are urged to read the definitive proxy statement and all other relevant
documents filed with the SEC because they contain important information about the proposals. An electronic copy of the definitive proxy statement is available on the Company’s EDGAR profile at www.sec.gov.
Participants in the Solicitation
Riot and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Riot Blockchain stockholders in respect of the proposals to be considered at the
Company’s upcoming AGM. Information about the directors and executive officers of Riot Blockchain can be found in its Annual Report on Form 10-K for the year ended December 31, 2021, as amended on Form 10-K/A, filed with the SEC on March 16, 2022
and May 2, 2022 respectively, filings on Form 3, 4 and 5 filed with the SEC, and the Company’s definitive proxy statement for the upcoming AGM filed with the SEC on June 17, 2022.
About Riot Blockchain, Inc.
Riot Blockchain’s (NASDAQ: RIOT) vision is to be the world’s leading Bitcoin-driven infrastructure platform.
Our mission is to positively impact the sectors, networks and communities that we touch. We believe that the combination of an innovative spirit and strong community partnership allows the
Company to achieve best-in-class execution and create successful outcomes.
Riot is a Bitcoin mining and digital infrastructure company focused on a vertically integrated strategy. The Company has Bitcoin mining data center operations in central Texas, Bitcoin mining
operations in central Texas and upstate New York, and electrical switchgear engineering and fabrication operations in Denver, Colorado.
For more information, visit www.RiotBlockchain.com.
Investor Relations
Phil McPherson
Riot Blockchain, Inc.
303-794-2000 ext. 110
IR@riotblockchain.com
Safe Harbor
Statements in this press release that are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and
economic conditions. Such statements rely on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because such statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by such forward-looking statements. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope,” and similar expressions are intended to identify
forward-looking statements. These forward-looking statements may include, but are not limited to, statements about the benefits of acquisitions, including financial and operating results, and the Company’s plans, objectives, expectations, and
intentions. Among the risks and uncertainties that could cause actual results to differ from those expressed in forward-looking statements include, but are not limited to: unaudited estimates of Bitcoin production; our future hash rate growth
(EH/s); the anticipated benefits, construction schedule, and costs associated with the Navarro site expansion; our expected schedule of new miner deliveries; our ability to successfully deploy new miners; M.W. capacity under development; we may not
be able to realize the anticipated benefits from immersion-cooling; the integration of acquired businesses may not be successful, or such integration may take longer or be more difficult, time-consuming or costly to accomplish than anticipated;
failure to otherwise realize anticipated efficiencies and strategic and financial benefits from our acquisitions; and the impact of COVID-19 on us, our customers, or on our suppliers in connection with our estimated timelines. Detailed information
regarding the factors identified by the Company’s management which they believe may cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release may be found in the Company’s
filings with the U.S. Securities and Exchange Commission (the “SEC”), including the risks, uncertainties and other factors discussed under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as amended, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements
included in this press release are made only as of the date of this press release, and the Company disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently
occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this press release are cautioned not to place undue reliance on such forward-looking statements.