UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2024
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| (Address of principal executive offices) | (Zip Code) | ||||||||||
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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:
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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The | ||||||||
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. | ||||
At the 2024 Annual Meeting of Stockholders of Stronghold Digital Mining, Inc. (the “Company”) held on June 18, 2024 (the “Annual Meeting”), management proposals 1, 2 and 3 were approved. The proposals below are described in detail in the Company’s proxy statement for the Annual Meeting, dated April 29, 2024.
The final voting results are as follows:
1. The election of seven directors for a one-year term expiring in 2024:
| Name of Director | For | Withheld | Broker Non-Votes | ||||||||
| Matthew J. Smith | 4,154,277 | 1,099,120 | 3,940,167 | ||||||||
| Thomas R. Trowbridge, IV | 4,127,613 | 1,125,784 | 3,940,167 | ||||||||
| Indira Agarwal | 4,159,975 | 1,093,422 | 3,940,167 | ||||||||
| Thomas Doherty | 4,126,490 | 1,126,907 | 3,940,167 | ||||||||
| Gregory A. Beard | 4,156,478 | 1,096,919 | 3,940,167 | ||||||||
| Sarah P. James | 3,932,590 | 1,320,807 | 3,940,167 | ||||||||
| Thomas J. Pacchia | 4,163,668 | 1,089,729 | 3,940,167 | ||||||||
2.Approval of the Amendment to the Company’s Omnibus Incentive Plan to increase the number of shares available for awarding.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 3,802,039 | 435,675 | 1,015,683 | 3,940,167 | ||||||||
3.The ratification of Urish Popeck & Co., LLC as our registered public accounting firm for the 2023 fiscal year.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 8,091,772 | 1,063,443 | 38,349 | ( 0 ) | ||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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* Furnished herewith.
SIGNATURES
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.
STRONGHOLD DIGITAL MINING, INC.
By: /s/ Gregory A. Beard
Name: Gregory A. Beard
Title: Chief Executive Officer and Co-Chairman
Date: June 24, 2024