--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-026013" form_type: "8-K" ticker: "MARA" cik: "0001507605" company_name: "MARA Holdings, Inc." filed_at: "2023-07-31T23:59:59+00:00" generated_at: "2026-06-12T21:57:50.619227+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Marathon Digital increases authorized shares from 200M to 500M after shareholder vote ## Summary - Shareholders approved increase with 56.3M common and 5.17B (converted) preferred votes in favor. - As of record date, 169.97M shares outstanding; Series A preferred convertible to 5.35B common. - Board committee chairs set: Audit (Jay Leupp), Compensation (Georges Antoun), Nominating (Sarita James). - Amendment filed July 31, 2023; effective immediately upon filing. ## SEC filing metadata - accession: 0001493152-23-026013 - form_type: 8-K - ticker: MARA - cik: 0001507605 - company_name: MARA Holdings, Inc. - filed_at: 2023-07-31T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.03, 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1507605/000149315223026013/0001493152-23-026013-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1507605/000149315223026013/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-026013 - JSON: https://secwatch.observer/filing/0001493152-23-026013.json - Plain text: https://secwatch.observer/filing/0001493152-23-026013.txt ## Key facts - Governance Changes MARA Holdings, Inc.: Increased authorized common shares from 200 million to 500 million (effective 2023-07-31). - Change: charter amendment - Effective: 2023-07-31 source text: Marathon Digital Holdings, Inc. (the “Company”) is filing an amendment to its Articles of Incorporation increasing its authorized shares of common stock from 200 million to 500 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1507605/000149315223026013/0001493152-23-026013-index.htm - Shareholder Votes MARA Holdings, Inc. shareholders approved Advisory vote on executive compensation at the 2023-07-27 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-07-27 source text: On July 27, 2023, the Company held an annual meeting of stockholders (the “Meeting”). As of the record date for the Meeting, 169,968,874 shares of common stock were issued and outstanding 1 . A total of 79,507,015 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the below proposals (with the Series A Preferred Stock voting alongside the common stock (15,000 shares with 500,000 votes per share voting on proposal 3 in the same proportions as the shares of common stock were voted)): VOTES CAST COMMON STOCK: Common Stock Proposal #1 Director Election Proposal #2 Auditor Ratification Proposal #3 Common Stock Increase Proposal #4 Advisory Say on Pay Yes 24,503,546 71,483,564 56,331,569 22,719,406 Against (No) - 3,375,370 22,539,739 5,343,885 Abstain 4,276,453 4,648,017 635,702 716,543 evidence_url: https://www.sec.gov/Archives/edgar/data/1507605/000149315223026013/0001493152-23-026013-index.htm - Shareholder Votes MARA Holdings, Inc. shareholders approved Election of directors at the 2023-07-27 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-07-27 source text: On July 27, 2023, the Company held an annual meeting of stockholders (the “Meeting”). As of the record date for the Meeting, 169,968,874 shares of common stock were issued and outstanding 1 . A total of 79,507,015 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the below proposals (with the Series A Preferred Stock voting alongside the common stock (15,000 shares with 500,000 votes per share voting on proposal 3 in the same proportions as the shares of common stock were voted)): VOTES CAST COMMON STOCK: Common Stock Proposal #1 Director Election Proposal #2 Auditor Ratification Proposal #3 Common Stock Increase Proposal #4 Advisory Say on Pay Yes 24,503,546 71,483,564 56,331,569 22,719,406 Against (No) - 3,375,370 22,539,739 5,343,885 Abstain 4,276,453 4,648,017 635,702 716,543 evidence_url: https://www.sec.gov/Archives/edgar/data/1507605/000149315223026013/0001493152-23-026013-index.htm - Shareholder Votes MARA Holdings, Inc. shareholders approved Ratification of auditor at the 2023-07-27 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-07-27 source text: On July 27, 2023, the Company held an annual meeting of stockholders (the “Meeting”). As of the record date for the Meeting, 169,968,874 shares of common stock were issued and outstanding 1 . A total of 79,507,015 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the below proposals (with the Series A Preferred Stock voting alongside the common stock (15,000 shares with 500,000 votes per share voting on proposal 3 in the same proportions as the shares of common stock were voted)): VOTES CAST COMMON STOCK: Common Stock Proposal #1 Director Election Proposal #2 Auditor Ratification Proposal #3 Common Stock Increase Proposal #4 Advisory Say on Pay Yes 24,503,546 71,483,564 56,331,569 22,719,406 Against (No) - 3,375,370 22,539,739 5,343,885 Abstain 4,276,453 4,648,017 635,702 716,543 evidence_url: https://www.sec.gov/Archives/edgar/data/1507605/000149315223026013/0001493152-23-026013-index.htm - Shareholder Votes MARA Holdings, Inc. shareholders approved Increase authorized common stock from 200 million to 500 million at the 2023-07-27 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-07-27 source text: On July 27, 2023, the Company held an annual meeting of stockholders (the “Meeting”). As of the record date for the Meeting, 169,968,874 shares of common stock were issued and outstanding 1 . A total of 79,507,015 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the below proposals (with the Series A Preferred Stock voting alongside the common stock (15,000 shares with 500,000 votes per share voting on proposal 3 in the same proportions as the shares of common stock were voted)): VOTES CAST COMMON STOCK: Common Stock Proposal #1 Director Election Proposal #2 Auditor Ratification Proposal #3 Common Stock Increase Proposal #4 Advisory Say on Pay Yes 24,503,546 71,483,564 56,331,569 22,719,406 Against (No) - 3,375,370 22,539,739 5,343,885 Abstain 4,276,453 4,648,017 635,702 716,543 evidence_url: https://www.sec.gov/Archives/edgar/data/1507605/000149315223026013/0001493152-23-026013-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.