Core Scientific (CORZ) Proxy filing summary

Executive summary

• Achieved significant progress in transitioning to high-density colocation infrastructure, expanding contracted capacity with CoreWeave to 590 MW and projecting over $10 billion in revenue over 12 years.

• Advanced development across four major sites, energizing 350 MW and investing over $5 billion in infrastructure, mostly funded by customers.

• 2025 marked by execution and operational delivery, with 2026 expected to show increased revenue and new customer opportunities.

• Company emerged from Chapter 11 in January 2024, shifting focus from digital asset mining to high-performance computing (HPC) and AI infrastructure.

Voting matters and shareholder proposals

• Stockholders will vote on electing five directors, a non-binding advisory vote on executive compensation, and ratification of KPMG LLP as the independent auditor for 2026.

• Board recommends voting FOR all director nominees, executive compensation, and auditor ratification.

• Shareholder proposals for the 2027 meeting must be submitted by December 1, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board reduced from six to five members; all nominees are current directors with diverse backgrounds in finance, technology, and digital assets.

• Board committees: Audit (Crain, Booth, Rozov), Compensation (Rozov, Booth, Weiss), Nominating and Corporate Governance (Booth, Weiss).

• Majority of directors are independent per Nasdaq standards; CEO is not independent.

• Board leadership structure separates Chair and CEO roles; succession planning and board refreshment are ongoing priorities.