CleanSpark (CLSK) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on March 3, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Stockholders of record as of January 9, 2025, are eligible to vote, with a quorum set at one-third of voting power.

• The board recommends voting in favor of all proposals and emphasizes the importance of stockholder participation.

Voting matters and shareholder proposals

• Proposals include electing six directors, a non-binding advisory vote on executive compensation, and ratification of BDO USA, P.C. as auditor.

• Directors are elected by plurality; executive compensation and auditor ratification require a majority of votes cast.

• Proxy access allows groups holding 3%+ of shares for 3 years to nominate up to 20% of the board.

Board of directors and corporate governance

• The board consists of six members, with four deemed independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominations and Corporate Governance, each with defined charters.

• The roles of CEO and Chairman are separated to enhance oversight.

• Directors attended at least 75% of meetings in 2024; all attended the prior annual meeting.