Riot Platforms (RIOT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 10, 2025, will be held virtually to maximize shareholder participation and transparency.

• 2024 saw record revenue of $376.7M and net income of $109.4M, driven by Bitcoin mining operations and strategic acquisitions.

• Major investments included the acquisition of Block Mining, Inc. and E4A Solutions, and the completion of Phase I at the Corsicana Facility, expanding mining and AI/HPC capabilities.

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

• Board and management emphasize responsible governance, risk management, and adherence to core values to drive long-term value.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of two Class I directors, (2) ratification of Deloitte as auditor, (3) advisory approval of executive compensation (Say-on-Pay), (4) advisory vote on frequency of Say-on-Pay, and (5) a proposal to declassify the Board for annual director elections.

• Board recommends voting FOR all proposals and supports the declassification proposal submitted by D.E. Shaw.

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; current board includes four independent directors.

• Board supports declassifying itself to move toward annual elections, reflecting evolving governance best practices.

• Board committees (Audit, Compensation, Governance) are composed solely of independent directors and meet regularly.