EXPLANATORY NOTE
Effective May 18, 2023, the Audit Committee of the Board of Directors of Riot Platforms, Inc. (the “Audit Committee” and the “Company” or “Riot”, respectively) notified Marcum LLP (“Marcum”) that Marcum was dismissed as the Company’s independent registered public accounting firm, not as a result of any disagreement on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure. As of May 18, 2023, the Audit Committee appointed Deloitte & Touche (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, effective immediately. The Company filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) reporting this change on May 22, 2023.
This Amendment No. 1 to our Definitive Proxy Statement (“Amendment No. 1”) is being filed with the SEC to amend Proposal No. 2 of our original Definitive Proxy Statement, as filed with the SEC on May 1, 2023, (“Proposal No. 2”) to reflect the substitution of Deloitte and our submission for ratification by the Company’s stockholders of such appointment. This Amendment No. 1 amends only those items set forth or described below, and all other items in the Proxy Statement are incorporated herein by reference without changes.
CHANGES TO PROXY STATEMENT
1. All references to Marcum LLP or Marcum in the “Notice of 2023 Annual General Meeting of Stockholders” and the Proxy Statement are amended to read “Deloitte & Touche” or “Deloitte” as appropriate or unless otherwise noted.
2. Proposal No. 2 in the Proxy Statement is amended in its entirety to read as follows:
PROPOSAL NO. 2 – RATIFICATION OF AUDITOR APPOINTMENT
We are asking our stockholders to ratify the appointment by our Audit Committee of Deloitte, to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Although our Bylaws do not require that our stockholders approve the appointment of our independent registered public accounting firm, the Audit Committee is submitting the selection of Deloitte to our stockholders for ratification at the 2023 Annual General Meeting of Stockholders (the “Annual Meeting”) as a matter of good corporate practice and because we value our stockholders’ views on our independent registered public accounting firm. If our stockholders vote against the ratification of Deloitte, the Audit Committee will consider this in its selection of auditors for the following year. Even if our stockholders ratify the appointment, the Audit Committee may choose to appoint a different independent registered public accounting firm at any time during the year if it is determined that such a change would be in the interest of our Company and our stockholders.
The Audit Committee has retained Deloitte as the Company’s independent registered public accounting firm, to perform the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2023, to be included on the Company’s annual report on Form 10-K for the same period. A representative of Deloitte is expected to be present virtually at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.
Change in Independent Registered Public Accounting Firm
On May 18, 2023, the Company dismissed Marcum LLP as its independent registered public accounting firm. The Audit Committee approved the dismissal of Marcum LLP. The Audit Committee previously retained Marcum LLP to serve as the Company’s independent public accounting firm and to perform such audit services for the fiscal years ended December 31, 2018, 2019, 2020, 2021 and 2022.
Except as described below, the reports of Marcum LLP on the financial statements of Riot for the fiscal years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Additionally, during Riot’s fiscal years ended December 31, 2022 and 2021, as well as the subsequent interim periods through May 18, 2023, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K with Marcum LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Marcum LLP’s satisfaction, would have caused Marcum LLP to make reference to the subject matter of the disagreements in connection with its reports on the Company’s financial statements for such fiscal years.
