UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 20, 2023 (
(Exact name of registrant as specified in its charter)
|
| |||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name, former address, and former fiscal year, 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:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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 5.02 – Compensatory Arrangements of Certain Officers.
Fifth Amendment to the 2019 Equity Incentive Plan
As described in Item 5.07 of this Current Report on Form 8-K (this “Report”), the stockholders of Riot Platforms, Inc. (“Riot” or the “Company”) approved the Fifth Amendment (the “Fifth Amendment”) to the Company’s 2019 Equity Incentive Plan, as amended (the “2019 Equity Plan”) at a special meeting of Riot’s stockholders held on December 14, 2023 (the “Special Meeting”) for that purpose. Such approval authorizes the reservation of 13,000,000 additional shares of Riot’s Common Stock, no par value per share, (“Common Stock”) for issuance under the 2019 Equity Plan. The Company’s Board of Directors (the “Board”) and its Compensation and Human Resources Committee (the “Compensation Committee”), which oversees and administers the 2019 Equity Plan, unanimously approved the Fifth Amendment on October 11, 2023, and recommended it for stockholder approval at the Special Meeting.
The 2019 Equity Plan provides for awards of equity-based compensation in the form of restricted shares of Common Stock or preferred stock of the Company, or as restricted stock units, options, warrants, and other contractual rights and derivative securities relating to shares of Riot’s Common Stock. Such equity awards may be granted to all directors, officers, employees, and service providers of the Company eligible to participate in the 2019 Equity Plan. Equity awards granted under the 2019 Equity Plan are subject to certain restrictions and are at risk of forfeiture until vesting, which may occur based on the achievement of service requirements or performance criteria, as established by the Compensation Committee and specified in an award agreement covering such awards. Equity awards granted under the 2019 Equity Plan, including vested awards, may also be subject to clawback rights of the Company, as specified in the applicable award agreement, the 2019 Equity Plan, or the Company’s compensation policies and other governing documents.
A more detailed description of the Fifth Amendment and related matters was set forth in the definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 17, 2023 (the “Proxy Statement”), under the heading “Proposal No. 1: Approval of the Fifth Amendment to the 2019 Equity Incentive Plan to Increase the Number of Shares Reserved for Issuance Thereunder by 13,000,000 Shares” and is incorporated herein by reference. The foregoing summary of the Fifth Amendment and of the 2019 Equity Plan, as well as the summaries thereof set forth in the Proxy Statement, are qualified in their entirety by reference to the full text of the Fifth Amendment and of the 2019 Equity Plan, as amended, which are filed as Exhibits 4.1 and 4.2 to this Report, respectively, and incorporated by reference herein.
Item 5.07 – Submission of Matters to a Vote of the Security Holders.
On December 14, 2023, the Company held a Special Meeting of stockholders via virtual meeting portal. The sole item of business for consideration at the Special Meeting was to hold a stockholder vote on approval of the Fifth Amendment to the 2019 Equity Plan, copies of which are filed as Exhibits 4.1 and 4.2 to this Report, respectively.
As disclosed in the Proxy Statement, the Board established October 16, 2023 as the date of record for the Special Meeting (the “Record Date”). There were 198,681,632 shares of Common Stock (the “Shares of Record”) issued and outstanding as of the close of business on the Record Date. No other class of Riot’s capital stock was issued or outstanding as of that date. According to the Company’s Bylaws, only the Shares of Record were eligible to take part in the Special Meeting.
The Company’s Bylaws require the presence of a quorum of at least one-third (33.33%) of the Shares of Record for a special stockholders’ meeting for business to be conducted at such meeting. There were 71,174,560 Shares present at the Special Meeting in person or by proxy, constituting approximately 35.82% of the Shares of Record. Thus, a quorum of the Shares of Record was achieved, and the business of the Special Meeting could proceed.
At the Special Meeting, the sole matter presented to the Company’s stockholders for their consideration was Proposal No. 1, to approve the Fifth Amendment to the 2019 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 13,000,000 shares.
According to the Company’s organizational documents and Nevada law, the affirmative vote of at least a majority of the votes cast for this proposal is required to obtain stockholder approval:
For | Against | Abstaining | Broker Non-Votes | |||
48,143,295 | 21,894,065 | 1,137,200 | N/A |
Accordingly, the Fifth Amendment to the Equity Incentive Plan was approved by the Company’s stockholders, with approximately 68% of shares cast at the Special Meeting voting in favor of the proposal.
Item 9.01 – Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are filed or furnished herewith:
Exhibit No. | Description | |
4.1 | Fifth Amendment to the 2019 Equity Incentive Plan of Riot Platforms, Inc. | |
4.2 | 2019 Equity Incentive Plan of Riot Platforms, Inc., as amended. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant, Riot Platforms, Inc., has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized representative.
RIOT PLATFORMS, INC. | |||
By: | /s/ Colin Yee | ||
Name: | Colin Yee | ||
Title: | Chief Financial Officer |
Date: December 20, 2023
Exhibit 4.1
FIFTH AMENDMENT
TO THE
2019 EQUITY INCENTIVE PLAN
This Fifth Amendment (the “Fifth Amendment”) to the 2019 Equity Incentive Plan, as amended (the “Plan”), as adopted by the unanimous approval of the members of the Board of Directors (the “Board”) of Riot Platforms, Inc. (the “Corporation”) upon the recommendation of the Compensation and Human Resources Committee of the Board (the “Committee”), amends the Plan as set forth herein, effective as of the date ratified and approved by the stockholders of the Corporation set forth at the end of this document (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.
WHEREAS, the Plan, as adopted by the Committee and the Board, and as ratified and approved by the stockholders effective October 23, 2019, was adopted as the equity compensation plan of the Corporation to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons; and
WHEREAS, the First Amendment to the Plan (the “First Amendment”) was adopted by the Corporation and became effective as ratified and approved by the stockholders on November 12, 2020, to increase the number of shares of Common Stock available for issuance under the Plan (the “Share Reserve”) by 3,500,000 additional shares of Common Stock; and
WHEREAS, the Second Amendment to the Plan (the “Second Amendment”) was adopted by the Corporation and became effective as ratified and approved by the stockholders on October 19, 2021, to increase the Share Reserve by 4,400,000 additional shares of Common Stock; and
WHEREAS, the Third Amendment to the Plan (the “Third Amendment”) was adopted by the Corporation and became effective as ratified and approved by the stockholders on July 27, 2022, to increase the Share Reserve by 10,000,000 additional shares of Common Stock; and
WHEREAS, the Fourth Amendment to the Plan (the “Fourth Amendment”) was adopted by the Corporation and became effective as ratified and approved by the stockholders on June 27, 2023, to increase the Share Reserve by 4,000,000 additional shares of Common Stock; and
WHEREAS, the Committee, both in its capacity as Plan Administrator and in furtherance of its responsibility to oversee the compensation and equity incentive practices, plans, and procedures of the Corporation, has been tasked with the oversight and administration of the Plan; and
WHEREAS, the Committee having considered the Corporation’s issuance of the Awards since the stockholders adopted the Plan, as amended, the Corporation’s expected needs for equity compensation and the shares of Common Stock available for issuance in the Share Reserve, has determined to adopt this Fifth Amendment to the Plan to increase the number of shares of Common Stock available for issuance under the Plan by 13,000,000 additional shares of Common Stock; and
NOW, THEREFORE, as approved by the Board upon the recommendation of the Committee as of October 11, 2023 and as approved by the stockholders of the Corporation as of the date listed below, this Fifth Amendment to the Plan is hereby adopted and approved in all respects. Accordingly, pursuant to this Fifth Amendment, the Plan is hereby amended as follows:
1. As of the Effective Date, Section 4.2 of the Plan is hereby amended by deleting it in its entirety and is replaced with the following:
“4.2 Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under this Plan may not exceed 38,500,000 (the “Share Limit”). Such shares of Common Stock may be authorized and unissued shares or, to the extent permitted by applicable law, issued shares of Common Stock that have been reacquired by the Corporation. Such shares of Common Stock may be used for any type of Award
Exhibit 4.1
under the Plan, and any or all of the shares of Common Stock up to the Share Limit may be allocated to Incentive Stock Options. Solely for the purpose of determining the number of shares of Common Stock available for Awards under this Section 4.2, the number of shares of Common Stock available for issuance under the Plan shall be reduced by one (1.00) share of Common Stock for every one (1.00) share of Common Stock granted in respect of an Award; provided, however, that in the case of an Award that provides for a range of potential payouts of shares of Common Stock, the number of shares of Common Stock available for issuance under the Plan shall be reduced by the maximum number of shares of Common Stock that may be paid under such an Award. The foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.”
2. Except as specifically set forth in this Fifth Amendment, no provision of the Plan is changed, and the Plan is hereby ratified in its entirety and shall remain in full force and effect.
As adopted by the Board of Directors of Riot Platforms, Inc. on October 11, 2023.
As adopted by the Stockholders of Riot Platforms, Inc. on December 14, 2023
Exhibit 4.2
2019 EQUITY INCENTIVE PLAN
As of the date of approval of the Plan, no additional grants will be made under the Corporation’s 2017 Equity Incentive Plan (the “2017 Plan”). Any shares of Common Stock not subject to exercised or outstanding grants under the 2017 Plan as of the date of this Plan may be issued under this Plan. Outstanding grants under the 2017 Plan will continue to be governed by the terms of such grants and the terms of the 2017 Plan under which they were issued.
Award grants, and transactions in or involving Awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be duly and timely authorized by the
Board or a committee consisting solely of two or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent required by any applicable stock exchange, this Plan shall be administered by a committee composed entirely of independent directors (within the meaning of the applicable stock exchange). Awards granted to non-employee directors shall not be subject to the discretion of any officer or employee of the Corporation and shall be administered exclusively by a committee consisting solely of independent directors.
2
4. | SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMIT |
3
5. | AWARDS |
4
5.1.4 | Restricted Shares. |
5.1.5 | Restricted Share Units. |
5
6
In the event that the Administrator allows a Participant to exercise an Award by delivering shares of Common Stock previously owned by such Participant and unless otherwise expressly provided by the Administrator, any shares delivered which were initially acquired by the Participant from the Corporation (upon exercise of a stock option or otherwise) must have been owned by the Participant at least six (6) months as of the date of delivery (or such other period as may be required by the Administrator in order to avoid adverse accounting treatment). Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their Fair Market Value on the date of exercise. The Corporation will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase, as established from time to time by the Administrator, have been satisfied. Unless otherwise expressly provided in the applicable Award agreement, the Administrator may at any time eliminate or limit a Participant's ability to pay the purchase or exercise price of any Award by any method other than cash payment to the Corporation.
7
5.7 | Transfer Restrictions. |
8
Notwithstanding the above, the Administrator may not take any actions under this Section 5.8 that would violate applicable law.
6. | EFFECT OF TERMINATION OF SERVICE ON AWARDS |
6.1 | Termination of Employment. |
9
7. | ADJUSTMENTS; ACCELERATION |
7.1 | Adjustments. |
10
Notwithstanding any of the foregoing, however, in any circumstance or transaction in which compensation resulting from or in respect of an Award would result in the imposition of an additional tax under Code Section 409A if the foregoing definition of “Change in Control” were to apply, but would not result in the imposition of any additional
11
tax if the term “Change in Control” were defined herein to mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), then “Change in Control” shall mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), but only to the extent necessary to prevent such compensation from becoming subject to an additional tax under Code Section 409A.
12
The Administrator may adopt such valuation methodologies for outstanding Awards as it deems reasonable and, in the case of options, SARs or similar rights, and without limiting other methodologies, may determine the value of such Awards on date of settlement/exercise based solely upon (i) the excess, if any, of the Fair Market Value of a share of Common Stock on the date of settlement/exercise over the exercise price or Base Price of the Award, as applicable, multiplied by (ii) the number of shares of Common Stock subject to such exercise or settlement.
7.4 | Definition of Replacement Award. |
13
8. | OTHER PROVISIONS |
14
In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion (subject to Section 8.1) grant (either at the time of the Award or thereafter) to the Participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum (or, to the extent permitted by the Administrator, in its sole discretion, the maximum) applicable withholding obligation on exercise, vesting or payment.
8.6 | Effective Date, Termination and Suspension, Amendments. |
15
16
17
As adopted by the Board of Directors of the Corporation on July 23, 2019.
As approved by the Stockholders of the Corporation on October 23, 2019.
18
TO THE
2019 EQUITY INCENTIVE PLAN
This First Amendment (this “First Amendment”) to the Riot Platforms, Inc. (the “Corporation”) 2019 Equity Incentive Plan (the “Plan”), as adopted by the unanimous approval of the members of the Board of Directors of the Corporation (the “Board”) upon the recommendation of the Compensation and Human Resources Committee (the “Committee”) of the Board, and as ratified and approved by the shareholders of the Corporation (the “Effective Date”), amends the Plan as set forth herein as of the Effective Date. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.
WHEREAS, the Plan, as adopted by the Committee and the Board, and as ratified and approved by the Shareholders effective October 23, 2019, was adopted as the equity compensation plan of the Corporation to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons; and
WHEREAS, the Plan had, as of the date of its adoption, a Share Limit of 3,600,000 shares of the Corporation's Common Stock, as well as 330,603 shares of the Corporation's Common Stock, which had carried over from the Corporation’s former 2017 Equity Incentive Plan, for a total 3,930,603 shares of Common Stock available for Awards to Eligible Persons (the “Share Reserve”); and
WHEREAS, the Committee, both in its capacity as Plan Administrator and in furtherance of its responsibility to oversee the compensation and equity incentive practices, plans, and procedures of the Corporation, has been tasked with the oversight and administration of the Plan; and
WHEREAS, the Committee, having considered the Corporation's issuance of Awards since the shareholders adopted the Plan, the Corporation’s expected needs for equity compensation through December 31, 2023, and the shares of Common Stock available for issuance in the Share Reserve, has determined to adopt this First Amendment to the Plan to increase the number of shares of Common Stock available for issuance under the Plan by 3,500,000 additional shares of Common Stock, for a total of 4,061,809 Shares.
NOW, THEREFORE, as approved by the Board upon the recommendation of the Committee as of September 9, 2020 and as approved by the shareholders of the Corporation as of the date listed below, this First Amendment to the Plan is hereby adopted and approved in all respects. Accordingly, pursuant to this First Amendment, the Plan is hereby amended as follows:
“4.2 Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under this Plan may not exceed 4,061,809 (the “Share Limit”). Such shares of Common Stock may be authorized and unissued shares or, to the extent permitted by applicable law, issued shares of Common Stock that have been reacquired by the Corporation. Such shares of Common Stock may be used for any type of Award under the Plan, and any or all of the shares of Common Stock up to the Share Limit may be allocated to Incentive Stock Options. Solely for the purpose of determining the number of shares of Common Stock available for Awards under this Section 4.2, the number of shares of Common Stock available for issuance under the Plan shall be reduced by one (1.00) share of Common Stock for every one (1.00) share of Common Stock granted in respect of an Award; provided, however, that in the case of an Award that provides for a range of potential payouts of shares of Common Stock, the number of shares of Common Stock available for issuance under the Plan shall be reduced by the maximum number of shares of Common Stock that may be paid
under such an Award.
The foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.”
As adopted by the Board of Directors of the Corporation on September 9, 2020.
As approved by the Shareholders of the Corporation on November 12, 2020.
TO THE
2019 EQUITY INCENTIVE PLAN
This Second Amendment (this “Second Amendment”) to the 2019 Equity Plan, as amended, (the “Plan”) as adopted by the unanimous approval of the members of the Board of Directors (the “Board”) of Riot Platforms, Inc. (the “Corporation”) upon the recommendation of the Compensation and Human Resources Committee of the Board (the “Committee”), amends the Plan as set forth herein, effective as of the date ratified and approved by the stockholders of the Corporation set forth at the end of this document (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.
WHEREAS, the Plan, as adopted by the Committee and the Board, and as ratified and approved by the shareholders effective October 23, 2019, was adopted as the equity compensation plan of the Corporation to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons; and
WHEREAS, the First Amendment to the Plan (the “First Amendment”) was adopted by the Corporation and became effective as ratified and approved by the shareholders on November 12, 2020, to increase the number of shares of Common Stock available for issuance under the Plan (the “Share Reserve”) by 3,500,000 additional shares of Common Stock; and
WHEREAS, the Committee, both in its capacity as Plan Administrator and in furtherance of its responsibility to oversee the compensation and equity incentive practices, plans, and procedures of the Corporation, has been tasked with the oversight and administration of the Plan; and
WHEREAS, the Committee having considered the Corporation's issuance of the Awards since the shareholders adopted the Plan, as amended, the Corporation's expected needs for equity compensation through December 31, 2024, and the shares of Common Stock available for issuance in the Share Reserve, has determined to adopt this Second Amendment to the Plan to increase the number of shares of Common Stock available for issuance under the Plan by 4,400,000 additional shares of Common Stock; and
NOW, THEREFORE, as approved by the Board upon the recommendation of the Committee as of September 14, 2021 and as approved by the shareholders of the Corporation as of the date listed below, this Second Amendment to the Plan is hereby adopted and approved in all respects. Accordingly, pursuant to this Second Amendment, the Plan is hereby amended as follows:
“4.2 Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under this Plan may not exceed 11,500,000 (the “Share Limit”). Such shares of Common Stock may be authorized and unissued shares or, to the extent permitted by applicable law, issued shares of Common Stock that have been reacquired by the Corporation. Such shares of Common Stock may be used for any type of Award under the Plan, and any or all of the shares of Common Stock up to the Share Limit may be allocated to Incentive Stock Options. Solely for the purpose of determining the number of shares of Common Stock available for Awards under this Section 4.2, the number of shares of Common Stock available for issuance under the Plan shall be reduced by one (1.00) share of Common Stock for every one (1.00) share of Common Stock granted in respect of an Award; provided, however, that in the case of an Award that provides for a range of potential payouts of shares of Common Stock, the number of shares of Common Stock available for issuance under the Plan shall be reduced by the maximum number of shares of
Common Stock that may be paid under such an Award. The foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.”
As adopted by the Board of Directors of the Corporation on September 14, 2021.
As adopted by the Stockholders of the Corporation on October 19, 2021.
TO THE
2019 EQUITY INCENTIVE PLAN
This Third Amendment (the “Third Amendment”) to the 2019 Equity Plan, as amended,(the “Plan”), as adopted by the unanimous approval of the members of the Board of Directors (the “Board”) of Riot Platforms, Inc. (the “Corporation”) upon the recommendation of the Compensation and Human Resources Committee of the Board (the “Committee”), amends the Plan as set forth herein, effective as of the date ratified and approved by the stockholders of the Corporation set forth at the end of this document (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.
WHEREAS, the Plan, as adopted by the Committee and the Board, and as ratified and approved by the stockholders effective October 23, 2019, was adopted as the equity compensation plan of the Corporation to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons; and
WHEREAS, the First Amendment to the Plan (the “First Amendment”) was adopted by the Corporation and became effective as ratified and approved by the stockholders on November 12, 2020, to increase the number of shares of Common Stock available for issuance under the Plan (the “Share Reserve”) by 3,500,000 additional shares of Common Stock; and
WHEREAS, the Second Amendment to the Plan (the “Second Amendment”) was adopted by the Corporation and became effective as ratified and approved by the stockholders on October 19, 2021, to increase the Share Reserve by 4,400,000 additional shares of Common Stock; and
WHEREAS, the Committee, both in its capacity as Plan Administrator and in furtherance of its responsibility to oversee the compensation and equity incentive practices, plans, and procedures of the Corporation, has been tasked with the oversight and administration of the Plan; and
WHEREAS, the Committee having considered the Corporation's issuance of the Awards since the stockholders adopted the Plan, as amended, the Corporation's expected needs for equity compensation and the shares of Common Stock available for issuance in the Share Reserve, has determined to adopt this Third Amendment to the Plan to increase the number of shares of Common Stock available for issuance under the Plan by 10,000,000 additional shares of Common Stock; and
NOW, THEREFORE, as approved by the Board upon the recommendation of the Committee as of May 31, 2022 and as approved by the stockholders of the Corporation as of the date listed below, this Third Amendment to the Plan is hereby adopted and approved in all respects. Accordingly, pursuant to this Third Amendment, the Plan is hereby amended as follows:
“4.2 Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under this Plan may not exceed 21,500,000 (the “Share Limit”). Such shares of Common Stock may be authorized and unissued shares or, to the extent permitted by applicable law, issued shares of Common Stock that have been reacquired by the Corporation. Such shares of Common Stock may be used for any type of Award under the Plan, and any or all of the shares of Common Stock up to the Share Limit may be allocated to Incentive Stock Options. Solely for the purpose of determining the number of shares of Common Stock available for Awards under this Section 4.2, the number of shares of Common Stock available for issuance under the Plan shall be reduced by one (1.00) share of Common Stock for every one (1.00) share of Common Stock granted in respect of an Award; provided, however, that in the case of an
Award that provides for a range of potential payouts of shares of Common Stock, the number of shares of Common Stock available for issuance under the Plan shall be reduced by the maximum number of shares of Common Stock that may be paid under such an Award. The foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.”
As adopted by the Board of Directors of the Corporation on May 31, 2022.
As adopted by the Stockholders of the Corporation on July 27, 2022
TO THE
2019 EQUITY INCENTIVE PLAN
This Fourth Amendment (the “Fourth Amendment”) to the 2019 Equity Plan, as amended (the “Plan”), as adopted by the unanimous approval of the members of the Board of Directors (the “Board”) of Riot Platforms, Inc. (the “Corporation”) upon the recommendation of the Compensation and Human Resources Committee of the Board (the “Committee”), amends the Plan as set forth herein, effective as of the date ratified and approved by the stockholders of the Corporation, as set forth at the end of this document (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.
WHEREAS, the Plan, as adopted by the Committee and the Board, and as ratified and approved by the stockholders effective October 23, 2019, was adopted as the equity compensation plan of the Corporation to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons; and
WHEREAS, the First Amendment to the Plan (the “First Amendment”) was adopted by the Corporation and became effective as ratified and approved by the stockholders on November 12, 2020, to increase the number of shares of Common Stock available for issuance under the Plan (the “Share Reserve”) by 3,500,000 additional shares of Common Stock; and
WHEREAS, the Second Amendment to the Plan (the “Second Amendment”) was adopted by the Corporation and became effective as ratified and approved by the stockholders on October 19, 2021, to increase the Share Reserve by 4,400,000 additional shares of Common Stock; and
WHEREAS, the Third Amendment to the Plan (the “Third Amendment”) was adopted by the Corporation and became effective as ratified and approved by the stockholders on July 27, 2022, to increase the Share Reserve by 10,000,000 additional shares of Common Stock; and
WHEREAS, the Committee, both in its capacity as Plan Administrator and in furtherance of its responsibility to oversee the compensation and equity incentive practices, plans, and procedures of the Corporation, has been tasked with the oversight and administration of the Plan; and
WHEREAS, the Committee having considered the Corporation's issuance of the Awards since the stockholders adopted the Plan, as amended, the Corporation's expected needs for equity compensation and the shares of Common Stock available for issuance in the Share Reserve, has determined to adopt this Fourth Amendment to the Plan to increase the number of shares of Common Stock available for issuance under the Plan by 4,000,000 additional shares of Common Stock; and
NOW, THEREFORE, as approved by the Board upon the recommendation of the Committee as of April 27, 2023 and as approved by the stockholders of the Corporation as of the date listed below, this Fourth Amendment to the Plan is hereby adopted and approved in all respects. Accordingly, pursuant to this Fourth Amendment, the Plan is hereby amended as follows:
“4.2 Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under this Plan may not exceed 24,500,000 (the “Share Limit”). Such shares of Common Stock may be authorized and unissued shares or, to the extent permitted by applicable law, issued shares of Common Stock that have been reacquired by the Corporation. Such shares of Common Stock may be used for any type of Award under the Plan, and any or all of the shares of Common Stock up to the Share Limit
may be allocated to Incentive Stock Options. Solely for the purpose of determining the number of shares of Common Stock available for Awards under this Section 4.2, the number of shares of Common Stock available for issuance under the Plan shall be reduced by one (1.00) share of Common Stock for every one (1.00) share of Common Stock granted in respect of an Award; provided, however, that in the case of an Award that provides for a range of potential payouts of shares of Common Stock, the number of shares of Common Stock available for issuance under the Plan shall be reduced by the maximum number of shares of Common Stock that may be paid under such an Award. The foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.”
As adopted by the Board of Directors of the Corporation on April 27, 2023.
As adopted by the Stockholders of the Corporation on June 27, 2023.
FIFTH AMENDMENT
TO THE
2019 EQUITY INCENTIVE PLAN
This Fifth Amendment (the “Fifth Amendment”) to the 2019 Equity Incentive Plan, as amended (the “Plan”), as adopted by the unanimous approval of the members of the Board of Directors (the “Board”) of Riot Platforms, Inc. (the “Corporation”) upon the recommendation of the Compensation and Human Resources Committee of the Board (the “Committee”), amends the Plan as set forth herein, effective as of the date ratified and approved by the stockholders of the Corporation set forth at the end of this document (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.
WHEREAS, the Plan, as adopted by the Committee and the Board, and as ratified and approved by the stockholders effective October 23, 2019, was adopted as the equity compensation plan of the Corporation to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons; and
WHEREAS, the First Amendment to the Plan (the “First Amendment”) was adopted by the Corporation and became effective as ratified and approved by the stockholders on November 12, 2020, to increase the number of shares of Common Stock available for issuance under the Plan (the “Share Reserve”) by 3,500,000 additional shares of Common Stock; and
WHEREAS, the Second Amendment to the Plan (the “Second Amendment”) was adopted by the Corporation and became effective as ratified and approved by the stockholders on October 19, 2021, to increase the Share Reserve by 4,400,000 additional shares of Common Stock; and
WHEREAS, the Third Amendment to the Plan (the “Third Amendment”) was adopted by the Corporation and became effective as ratified and approved by the stockholders on July 27, 2022, to increase the Share Reserve by 10,000,000 additional shares of Common Stock; and
WHEREAS, the Fourth Amendment to the Plan (the “Fourth Amendment”) was adopted by the Corporation and became effective as ratified and approved by the stockholders on June 27, 2023, to increase the Share Reserve by 4,000,000 additional shares of Common Stock; and
WHEREAS, the Committee, both in its capacity as Plan Administrator and in furtherance of its responsibility to oversee the compensation and equity incentive practices, plans, and procedures of the Corporation, has been tasked with the oversight and administration of the Plan; and
WHEREAS, the Committee having considered the Corporation’s issuance of the Awards since the stockholders adopted the Plan, as amended, the Corporation’s expected needs for equity compensation and the shares of Common Stock available for issuance in the Share Reserve, has determined to adopt this Fifth Amendment to the Plan to increase the number of shares of Common Stock available for issuance under the Plan by 13,000,000 additional shares of Common Stock; and
NOW, THEREFORE, as approved by the Board upon the recommendation of the Committee as of October 11, 2023 and as approved by the stockholders of the Corporation as of the date listed below, this Fifth Amendment to the Plan is hereby adopted and approved in all respects. Accordingly, pursuant to this Fifth Amendment, the Plan is hereby amended as follows:
“4.2 Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to Awards granted to Eligible Persons under this Plan may not exceed 38,500,000 (the “Share Limit”). Such shares of Common Stock may be authorized and unissued shares
or, to the extent permitted by applicable law, issued shares of Common Stock that have been reacquired by the Corporation. Such shares of Common Stock may be used for any type of Award under the Plan, and any or all of the shares of Common Stock up to the Share Limit may be allocated to Incentive Stock Options. Solely for the purpose of determining the number of shares of Common Stock available for Awards under this Section 4.2, the number of shares of Common Stock available for issuance under the Plan shall be reduced by one (1.00) share of Common Stock for every one (1.00) share of Common Stock granted in respect of an Award; provided, however, that in the case of an Award that provides for a range of potential payouts of shares of Common Stock, the number of shares of Common Stock available for issuance under the Plan shall be reduced by the maximum number of shares of Common Stock that may be paid under such an Award. The foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.”
As adopted by the Board of Directors of the Corporation on October 11, 2023.
As adopted by the Stockholders of the Corporation on December 14, 2023
Document and Entity Information |
Dec. 14, 2023 |
---|---|
Document and Entity Information [Abstract] | |
Document Type | 8-K |
Document Period End Date | Dec. 14, 2023 |
Entity Registrant Name | Riot Platforms, Inc. |
Entity Incorporation, State or Country Code | NV |
Entity File Number | 001-33675 |
Entity Tax Identification Number | 84-1553387 |
Entity Address, Address Line One | 3855 Ambrosia Street |
Entity Address, Adress Line Two | Suite 301 |
Entity Address, City or Town | Castle Rock |
Entity Address State Or Province | CO |
Entity Address, Postal Zip Code | 80109 |
City Area Code | (303) |
Local Phone Number | 794-2000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock |
Trading Symbol | RIOT |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001167419 |
Amendment Flag | false |
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end
(&N 4H<<4O\"D]*>,#! P0&MTX'O3<(A!]#$N
M3-. V*S/7;EG/K7>J1231>N%Q4YXJE9UG6QBP?('L>:9%.9BR_T8M]QCQG@J
M'*^9>6U)@YEPO&S9F+>,4?GK>JFV"\]R3,4BF)O+0?:,Q^:LO%HC$\&2 7X6
MXVO(X:5X\^3[;K_]O?K/<9->E?7S7OWB?-IXVH6Z5V.!_AU$C>DU2SF$W\C0
M& +],X=9>/BIZXDUI"A@HA0,)\X#07]*!&F(/&T.\23Z E$DU8>"YY3*M*NLYY"1I+D=GQT2Z7,4IV&?;.R"*$C%:.*%Z5:*A
M:<\A:0B\0<$TV*A.(\%N/$"R&4@W%BVXW]Z33N;N[?/+M4:HVX< \OP#W<->
M [F(S")/FKF'3>RX'L\M !32K 556$E26'"#+%:;C]C!:!.XZ0]< @^&J#0U:7YQZJD7EE\2
M*^Z7EB$?U)'R:[ "#RXQ.7*9(1>"44-S-$O;%/G4V^DPJ7ZOJ_.W^HN[T8T5[^*P4
M$Q,.GY[*K6R-^QK9)4$H#VH$\Y-303,7. _,ED6N_GB]J#;+4H(I*!IM!6Z^
MOE]N%_<9F'8(ZH-4OY?2ME,MU=Q],.MM)S]GO],WCD$Z\VYJ\C*$ 1KA&(FK
MQ<)B@8W2_N<_32ZJ3[9J.R(BXH&<8 #<[O0H;TA;H8?
M6;2/!<0RY(9WHZ7^C!5'CI0;14UY*9 J] HP;)A?]+J7#7T7\0.TX@:8P!(^EM0;F%'/:5@K7O-!]([A_:!Q2<898J
MF8B);%/LF_Q25T5V1:LDS@$2 U0+KJ6G)!+Q52Q7M;S:GYM,[$IP:U/EZ>O9
MTQ
S1D5MOOHZ,OF'%C.1C:
M$2BK_M'DV:!C@/7KHNRM+#0^*#O_9U85&16/M)+Y*#@M<5S@==A?L)VU!P:=
MS-2CSV>LZK'C '^B0*7A1 QD&R683OJ<9SD5>M[(ZBZ=>&2^X$H8?)3<'SHA
M296S2/!0S@%,V7N!OYR8*6=<7H'
MTO,RQ[P-DZU9BG0Y WKD--YUL!=
35\]E+R;.[
A5JB+JH8Z_6<"Z#[%4B
MY384>QR]3L;IHAXE7D?C-,:*^U.&W3 M@+I)QB"0Q'%T4185.DNN1-Z@C%H<
MJS_PJ^OZ$CZ[.%:R!80=B+UB*4"8";1&R(V.> 51'7_%*Q,=7;)PTA)P[9<*
MR6["STS0X6.:'DO/
A<".U9Q@A &G:6=VKR/5U]>Z7"67+;@F
M?X!^OL@ 5]D^2UQTCLXA$F3";!R&1=/R^L5IJ(?XU)"!(3$#.ARAQ)$6X=!)
M\0?W:]PB+K EASM%+F 8=\= MSS 7'%0+N-:A4.(/.D8X5UBF_IT.E+*YLA#
MGIAIL6X0"=K0'R.1W& U:@FN,15;LS77UU[ZKS,
CJS:&58ED(43BD:!(&G%)7GW;((HE+WM69BJ\8-T5='4.%@&(G0
MW9"#IP@A+( IJBU@>W*\-2C>TT84T@AI7?&BPJ_D 49!VZC>M475\"-7XBB8
MGZ1BAJ6Y@%DG3%7/EPQI7/.HO$*(P_18ZIX.1L%!EC[ \X4$M8NK6*F%C'X
MP7MT('C8IA@0\V(LZA2LSF$XY/K9"W0^8^M>F#+VPMF7L14&\,0O"CSQ^>GD
M62GXQ%CTEK (A^494(H'4$9:)A'[ =8,:Y%@BO&551J>(L!T"2 81]C)?B&
M2>9\!(YO]T-P0-8!.A$W:(:9B7L1Z+U8(ZB-@Z/P7K0JO-3N]]MY3]N# MJ[
M&BKRL/:_<.VEF,%:(.!3XC94#$<9VV?(E0*.!%QYAO&SVVH4@OF<3)^D7B7!
M-F$;L(N1EWQS>2">Q#*>@?=I0&++L[F