IREN (IREN) Proxy Filing summary

Executive summary

• Annual General Meeting scheduled for November 19, 2025, at 3:30 p.m. U.S. Eastern Time, with virtual attendance available.

• Shareholders are invited to vote on several key amendments and proposals, including changes to the constitution, incentive plans, share repurchases, and executive compensation.

Voting matters and shareholder proposals

• Proposals include aligning quorum requirements with Nasdaq rules, director elections at each AGM, and adding a forum selection provision.

• Amendments to update advance notice provisions for universal proxies and implement miscellaneous changes are up for vote.

• Approval sought for the 2025 Omnibus Incentive Plan.

• Proposals to approve repurchase of ordinary shares via Prepaid Forward and Capped Call Transactions, with specific instructions for selling shareholders.

• Advisory votes on executive compensation and the frequency of future say-on-pay votes included.

Board of directors and corporate governance

• Proposal to provide for director elections at each annual general meeting, enhancing board accountability.

• Amendments to the constitution address governance practices such as quorum, forum selection, and advance notice for proxies.