IREN (IREN) Proxy Filing summary

Executive summary

• The annual general meeting (AGM) will be held virtually on November 19, 2025, with shareholders able to vote online or by proxy. The Board unanimously recommends voting in favor of all proposed resolutions and for an annual advisory vote on executive compensation.

• Key business items include amendments to the constitution, approval of a new incentive plan, share repurchase authorizations, and advisory votes on executive pay.

• The company reported record financial and operational results for fiscal 2025, including a 168% increase in revenue to $501 million, net income of $87 million, and significant growth in data center and Bitcoin mining capacity.

Voting matters and shareholder proposals

• Proposals include aligning quorum requirements with Nasdaq rules, instituting annual director elections, adding a forum selection provision, updating advance notice for universal proxies, and miscellaneous constitutional changes.

• Shareholders are asked to approve the 2025 Omnibus Incentive Plan, repurchase of ordinary shares under Prepaid Forward and Capped Call Transactions, and advisory votes on executive compensation and its frequency.

• All proposals require either a 75% supermajority or a simple majority, depending on the item.

Board of directors and corporate governance

• The Board consists of six directors, four of whom are independent, with a separate independent Chair and two Co-Chief Executive Officers.

• Amendments propose annual elections for non-founder directors under a classified board structure, sunsetting in 2032.

• The Board has Audit and Risk, and Compensation Committees, both fully independent.

• No standing nominating committee; independent directors recommend nominees.