CleanSpark (CLSK) Proxy Filing summary

Executive summary

• Special Meeting scheduled for October 25, 2024, will be held virtually to maximize shareholder participation and convenience.

• Two main proposals: increasing authorized common stock and potential adjournment to solicit more votes if needed.

• Board unanimously recommends voting FOR both proposals, citing future growth and flexibility.

Voting matters and shareholder proposals

• Proposal 1 seeks to amend the Articles of Incorporation to increase authorized common stock from 300,000,000 to 600,000,000 shares.

• Proposal 2 allows adjournment of the meeting to solicit additional proxies if votes are insufficient for Proposal 1.

• Both proposals require majority approval, with specific voting rules for each class of stock.

• Board recommends voting FOR both proposals.

• Shareholder proposals for the 2025 annual meeting must comply with SEC rules and company bylaws, with specific deadlines for submission.

Board of directors and corporate governance

• Board members and executive officers are listed, with details on their shareholdings and voting power.

• Proxy access provisions allow significant shareholders to nominate directors under certain conditions.

• Board retains discretion to abandon the amendment even if approved by shareholders.