かぶたん ロゴ
英語
エドガーで原本を確認する
0001083301false00010833012022-06-222022-06-22

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 22, 2022

TERAWULF INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41163

85-1909475

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
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. ◻ On June 22, 2022, 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:

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

Proposal 1 - Election of Directors: Our shareholders elected the following nine directors to serve until the 2023 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

53,333,881

2,010,334

10,661,823

Nazar M. Khan

54,662,774

681,441

10,661,823

Kerri M. Langlais

54,662,770

721,445

10,661,823

Michael C. Bucella

55,103,820

240,395

10,661,823

Walter E. Carter

55,106,273

237,942

10,661,823

Catherine J. Motz

55,106,470

237,745

10,661,823

Jason G. New

55,096,191

248,024

10,661,823

Steven T. Pincus

55,103,614

240,601

10,661,823

Lisa A. Prager

52,968,010

2,376,205

10,661,823

Proposal 2 - Non-binding Advisory Vote to Approve Executive Compensation: Our shareholders approved the 2021 compensation of TeraWulf’s named executives. The voting results were as follows:

For

    

Against

    

Abstain

    

Broker
Non- Votes

54,968,728

357,574

17,913

10,661,823

Proposal 3 - Ratification of the selection of RSM US LLP (“RSM”) as TeraWulf’s independent registered public accounting firm for 2022: Our shareholders ratified the selection of RSM as our independent registered public accounting firm for 2022. The voting results were as follows:

For

    

Against

    

Abstain

    

Broker
Non- Votes

65,900,858

28,150

77,030

0

2

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.

 

 

 

 

By:

 

/s/ Stefanie C. Fleischmann

 

Name:

 

Stefanie C. Fleischmann

 

Title:

 

General Counsel and Corporate Secretary

Dated: June 23, 2022

3