IREN (IREN) Proxy filing summary

Executive summary

• Virtual AGM set for November 24, 2026; six voting proposals, with the Board recommending FOR each and Christopher Guzowski abstaining on his own re-election.

• Fiscal 2026 revenue reached $707.0 million; AI Cloud Services capacity was ~40MW at June 30, 2026, alongside ~5GW of secured power. Bitcoin-mining capacity transition is targeted for substantial completion by December 31, 2026.

• Microsoft and NVIDIA contracts represented ~$13.1 billion in disclosed total value; financing raised in Fiscal 2026 totaled ~$16.2 billion.

Voting matters and shareholder proposals

• Six proposals: re-elect Guzowski; approve share repurchases under prepaid forwards and capped calls; approve advisory say-on-pay; appoint KPMG Australia; ratify KPMG LLP. Board recommends FOR all.

• Proposal 2 seeks approval for a selective buyback of up to 14,519,103 shares from Citibank; approval lasts 12 months and permits share or cash settlement.

• Proposal 3 seeks approval for a selective buyback of up to 149,899,998 shares from capped-call counterparties; approval lasts 12 months and allows choice of share or cash settlement.

• Say-on-pay is non-binding and held annually; the next vote is expected at the 2027 AGM. The Board will consider shareholder concerns, including any significant opposition.

Board of directors and corporate governance

• Board has six directors, including four independent non-executive directors; David Bartholomew is independent Chair. Guzowski is nominated for a three-year term ending at the 2029 AGM.

• Non-founder directors serve in three classes; annual elections begin in 2030, and the Board becomes fully declassified after the 2032 AGM.

• Independent Chair and Co-CEO roles are separated; the Board conducts periodic self-assessments. Seven Board meetings were held in Fiscal 2026.

• Shareholder say-on-pay support was ~88.0% in 2025; in Fiscal 2027, the Compensation Committee plans to review stock ownership guidelines, STIP design and change-in-control treatment of equity awards.