CleanSpark (CLSK) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for March 3, 2026, will be held virtually to maximize shareholder participation and convenience.

• Shareholders will vote on electing five directors and ratifying BDO USA, P.C. as the independent auditor for FY ending September 30, 2026.

• CEO transition occurred in August 2025, with S. Matthew Schultz resuming the CEO role; new leadership appointments were made in September 2025.

• Business highlights include expansion into AI and HPC hosting, major land and power acquisitions in Texas, and achieving a 50.0 EH/s milestone in Bitcoin mining.

Voting matters and shareholder proposals

• Proposal 1: Elect five nominees to the Board of Directors; Board recommends a vote FOR all nominees.

• Proposal 2: Ratify BDO USA, P.C. as independent registered public accounting firm for FY 2026; Board recommends a vote FOR.

• Shareholders may submit proposals for the 2027 Annual Meeting by September 24, 2026, and may use proxy access provisions for director nominations.

Board of directors and corporate governance

• Board consists of five members, majority independent, with a Lead Independent Director and annual elections.

• Committees: Audit, Compensation, and Nominations & Corporate Governance, each with defined charters and independent membership.

• Board emphasizes diversity of skills and experience, with expertise in energy, infrastructure, digital assets, finance, and governance.

• Board and committee evaluations are conducted annually; robust Code of Ethics and clawback policy in place.