Cipher Mining (CIFR) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 2, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• The company rebranded to Cipher Digital Inc. in February 2026, reflecting a strategic pivot from bitcoin mining to high-performance computing (HPC) data center development and operations.

• In 2025, revenue grew to $223.9 million from $151.3 million in 2024, driven by new HPC leases and continued bitcoin mining operations.

• The company completed three bond offerings totaling $3.73 billion to finance HPC data center buildouts.

Voting matters and shareholder proposals

• Shareholders will vote to elect three Class II directors (Thomas Duda, James Newsome, Wesley Williams) for terms expiring in 2029.

• Ratification of CBIZ CPAs P.C. as independent auditor for 2026 is on the agenda.

• An advisory vote on executive compensation (say-on-pay) for 2025 is included.

• No other matters are expected, but proxies may vote on additional items if they arise.

Board of directors and corporate governance

• The board will reduce from eight to seven members after the meeting.

• Board leadership is separated: James Newsome (independent) is Chairperson, Tyler Page is CEO.

• All directors except the CEO are independent under Nasdaq rules.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board and committees met regularly in 2025, with all directors attending at least 75% of meetings.