UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 22, 2023
(Exact Name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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(845 ) 579-5992
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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At the 2023 Annual Meeting of Stockholders of Stronghold Digital Mining, Inc. (the “Company”) held on June 15, 2023 (the “Annual Meeting”), management
proposals 1 and 2 were approved. The proposals below are described in detail in the Company’s proxy statement for the Annual Meeting, dated April 28, 2023.
The final voting results are as follows:
1. The election of seven directors for a one-year term expiring in 2024:
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Name of Director
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For
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Withheld
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Broker Non-Votes
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Gregory A. Beard
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37,756,281
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212,359
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14,173,748
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Matthew J. Smith
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37,672,501
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296,139
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14,173,748
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Thomas R. Trowbridge, IV
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37,474,709
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493,931
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14,173,748
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Indira Agarwal
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37,462,892
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505,748
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14,173,748
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Thomas Doherty
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37,691,553
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277,087
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14,173,748
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Sarah P. James
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36,976,828
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991,812
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14,173,748
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Thomas J. Pacchia
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37,693,820
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274,820
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14,173,748
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2.The ratification of Urish Popeck & Co., LLC as our independent registered public accounting firm for the 2023 fiscal year.
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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50,413,845
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1,668,595
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59,948
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0
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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STRONGHOLD DIGITAL MINING, INC.
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Date: June 22, 2023
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By:
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/s/ Gregory A. Beard
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Name:
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Gregory A. Beard
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Title:
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Chief Executive Officer and Chairman
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