8-K - WULF - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d ) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2023

TERAWULF INC. (Exact name of registrant as specified in its charter)

Delaware	001-41163	87-1909475
(State or other jurisdiction<br>of incorporation)	(Commission File Number)	(IRS Employer<br>Identification No.)

9 Federal Street

Easton , Maryland **** 21601

(Address of principal executive offices) (Zip Code)

( 410 ) 770-9500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	WULF	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07Submission of Matters to a Vote of Securities Holders.

On June 21, 2023, TeraWulf Inc. (“TeraWulf”) held its Annual Meeting of Shareholders. The results of the matters submitted to a shareholder vote at the Annual Meeting were as follows:

Proposal 1 - Election of Directors: Our shareholders elected the following nine directors to serve until the 2024 Annual Meeting or until a successor is duly elected and qualified. The voting results for each of the nominees were as follows:


	****	For	****	Withhold	****	Broker Non- Votes
Paul B. Prager		98,844,192		3,452,407		55,513,669
Nazar M. Khan		98,657,231		3,639,368		55,513,669
Kerri M. Langlais		98,098,626		4,197,973		55,513,669
Michael C. Bucella		102,034,527		262,072		55,513,669
Walter E. Carter		99,083,560		3,213,039		55,513,669
Catherine J. Motz		102,012,307		284,292		55,513,669
Jason G. New		101,996,301		300,298		55,513,669
Steven T. Pincus		97,187,890		5,108,709		55,513,669
Lisa A. Prager		97,559,830		4,736,769		55,513,669

Proposal 2 - Non-binding Advisory Vote to Approve Executive Compensation: Our shareholders approved the 2022 compensation of TeraWulf’s named executives. The voting results were as follows:

For	****	Against	****	Abstain	****	Broker Non- Votes
97,965,502		4,024,261		306,836		55,513,669

Proposal 3 - Ratification of the selection of RSM US LLP (“RSM”) as TeraWulf’s independent registered public accounting firm for 2023: Our shareholders ratified the selection of RSM as our independent registered public accounting firm for 2023. The voting results were as follows:

For	****	Against	****	Abstain		Broker Non- Votes
157,290,041		283,092		237,135		0

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, hereunto duly authorized.

	TERAWULF INC.
Dated: June 23, 2023	By:	/s/ Stefanie Fleischmann
	Name:	Stefanie Fleischmann
	Title:	General Counsel and Corporate Secretary