IREN (IREN) Proxy Filing summary

Executive summary

• The 2025 Annual General Meeting (AGM) will be held virtually on November 19, 2025, with shareholders able to participate and vote online.

• The Board unanimously recommends voting in favor of all proposed resolutions and for an annual advisory vote on executive compensation.

• Key business includes constitutional amendments, executive compensation, share repurchase authorizations, and the adoption of a new Omnibus Incentive Plan.

Voting matters and shareholder proposals

• Proposals include amendments to the constitution for quorum alignment with Nasdaq, annual director elections, forum selection, universal proxy notice updates, and miscellaneous changes.

• Shareholders will vote on the 2025 Omnibus Incentive Plan, repurchase of shares under Prepaid Forward and Capped Call Transactions, and advisory votes on executive compensation and its frequency.

• Each constitutional amendment requires a 75% supermajority; the Omnibus Incentive Plan and say-on-pay votes require a simple majority.

Board of directors and corporate governance

• The Board consists of six directors, four of whom are independent non-executive directors.

• The Board has no standing nominating committee; independent directors recommend nominees.

• Board leadership is separated, with an independent Chair and two Co-Chief Executive Officers.

• The Audit and Risk Committee and Compensation Committee are fully independent and oversee financial reporting, risk, and executive pay.