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 27, 2024

MARATHON DIGITAL HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

101 NE Third Avenue, Suite 1200

Fort Lauderdale, FL 33301

(Address of principal executive offices and zip code)

(800) 804-1690

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

As described under Item 5.07 below, an amendment to the Marathon Digital Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of shares authorized for issuance thereunder by 15,000,000 shares (the “Amendment”) was approved by the stockholders of Marathon Digital Holdings, Inc. (the “Company”) and became effective on June 27, 2024. The material terms of the Amendment are summarized on pages 45 through 49 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024, as supplemented on June 20, 2024 (the “Proxy Statement”), which description is incorporated herein by reference.

The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On June 27, 2024, the Company held its 2024 annual meeting of stockholders (the “Annual Meeting”). A total of 145,617,805 shares of the Company’s common stock were represented at the Annual Meeting, constituting a quorum for all matters presented at the Annual Meeting. The final voting results for each matter submitted to a vote of stockholders at the Annual Meeting are as follows:

Proposal No. 1: Election of Class I Directors

The stockholders elected the following nominees as Class I directors to serve until the Company’s annual meeting of stockholders to be held in 2027, or until their successors are duly elected and qualified, or until their earlier death, resignation, or removal.

Proposal No. 2: Ratification of Appointment of Accounting Firm

The stockholders ratified the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

Proposal No. 3: Advisory Vote on the Frequency of Future Stockholder Advisory Votes on Executive Compensation

The stockholders approved, on a non-binding advisory basis, the frequency of future stockholder advisory votes to approve the compensation of the Company’s named executive officers to be every “one year.”

Although the Board recommended a frequency of every “three years” in the Proxy Statement, in light of these results, the Company has determined to hold a non-binding advisory vote on the compensation of the Company’s named executive officers every year until such time as the next non-binding advisory vote regarding the frequency of non-binding advisory votes on the compensation of the Company’s named executive officers is submitted to the Company’s stockholders.

Proposal No. 4: Approval of Amendment to the 2018 Plan

The stockholders approved the Amendment.

No other matters were presented for consideration or stockholder action at the Annual Meeting.

(d) Exhibits

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 thereunto duly authorized.