Riot Platforms (RIOT) Proxy Filing summary

Executive summary

• 2024 saw significant revenue growth to $376.7M and net income of $109.4M, driven by expanded Bitcoin mining operations and strategic acquisitions, including Block Mining and E4A Solutions.

• The company completed Phase I of its Corsicana Facility, adding 400 MW of capacity, and is evaluating further expansion into AI/high-performance computing uses.

• Issued $594.4M in convertible senior notes to fund Bitcoin purchases, reflecting a shift toward debt financing to support growth.

• Board and management remain focused on cost efficiency, vertical integration, and maximizing shareholder value.

Voting matters and shareholder proposals

• Election of two Class I directors for terms expiring in 2028.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Advisory votes on executive compensation (Say-on-Pay) and frequency of future Say-on-Pay votes (Board recommends annual).

• Stockholder proposal to declassify the Board, supported by the Board, to move toward annual director elections.

Board of directors and corporate governance

• Board expanded to six members, with three new independent directors appointed in February 2025, bringing expertise in AI/HPC, data centers, and real estate.

• Board diversity policy emphasizes a mix of skills, backgrounds, and experience.

• Board supports declassification, with phased implementation expected by or before the 2026 Annual Meeting.

• Four of six directors are independent; Board committees (Audit, Compensation, Governance) are fully independent.