Welcome to the 2026 Annual Meeting of Stockholders of MARA Holdings, Inc. I would now like to hand the call over to Fred Thiel, the company's Chairman of the Board of Directors. Good afternoon, ladies and gentlemen. I'm Fred Thiel, Chief Executive Officer and Chairman of the Board of Directors of MARA, and I will be presiding at this meeting. On behalf of the board and the officers of MARA, I'm pleased to welcome all of you to the 2026 Annual Meeting of Stockholders. It is 2:30 P.M. Eastern Time, and in accordance with the bylaws of the company, I call the meeting to order. Before proceeding to the business of the meeting, I would like to introduce you to the members of the company's management team, Salman Khan, Chief Financial Officer, Zabi Nowaid, General Counsel and Corporate Secretary, and Robert Samuels, Vice President of Investor Relations, who are all here with us today. Zabi Nowaid will act as Secretary of the meeting. Jan Castillo has been appointed as the Inspector of Election for this annual meeting in accordance with the company's bylaws. Representatives from our independent public accounting firm, PricewaterhouseCoopers LLP, are also present, along with independent members of our Board of Directors. A copy of the agenda and rules of conduct, which will govern today's meeting, can be found on the virtual meeting website. I ask that each of you abide by these procedures in order to facilitate an orderly meeting and to accomplish the items on today's agenda. Stockholders may submit questions at any time during this meeting in the messaging field on the web portal. Questions should pertain to the proposals being considered at the meeting. Zabi will now report on the mailing of the proxy materials, which include the notice of this meeting and the related proxy statement, and the presence of a quorum. Zabi? Thank you, Fred. This meeting is held pursuant to a notice and proxy statement, which were first mailed or made available online via a notice of internet availability of proxy materials delivered to stockholders on or about April 30th, 2026 to each stockholder of record as of the close of business on April 21st, 2026, the record date set by the Board of Directors for those entitled to vote at today's meeting. Broadridge Financial Solutions has provided the company with an affidavit certifying the distribution. There are 381,197,264 shares of common stock entitled to vote at this meeting. We're informed by the Inspector of Election that there are represented virtually or by proxy 213,399,096 shares of common stock, or approximately 56% of all of our common stock entitled to vote at this meeting. Thank you, Zabi. Because holders of at least 1/3 of the shares entitled to vote at this meeting are present virtually or by proxy, I hereby declare that a quorum is present at this meeting in accordance with the company's bylaws, and declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. In the event of any technical difficulties before the formal adjournment of this meeting, we will temporarily adjourn and reconvene in accordance with our bylaws. On behalf of the Board of Directors of MARA, I would like to express my appreciation to all the stockholders who are attending this meeting and those who are unable to attend but returned their proxies. The polls for voting on all matters are now open. All MARA stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and provide the preliminary report. The proposals to be voted on at this meeting are described in our proxy statement that was made available to all stockholders entitled to vote at this meeting. I will now review the proposals. The first matter of business to be conducted is the proposal to elect Doug Mellinger and Vicki Mealer-Burke, our two Class III directors, to serve until our annual meeting of stockholders to be held in 2029, or until their successors are duly elected and qualified, or until their earlier death, resignation, or removal. The board unanimously recommends that you vote for each of the Class III director nominees in proposal number one. I will now move on to the second proposal. The second matter of business to be conducted is the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31st, 2026. The board unanimously recommends that you vote for proposal number two. The third matter of business to be conducted is the proposal to approve, on a non-binding advisory basis, the compensation of the named executive officers. The board unanimously recommends that you vote for proposal number three. The final matter of business to be conducted is the proposal to approve an amendment to our Amended and Restated 2018 Equity Incentive Plan to increase the number of shares of our common stock reserved under our 2018 Plan by 18 million. The board unanimously recommends that you vote for proposal number four. I will now pause to allow for any additional votes through the meeting portal. Now that all four proposals have been presented and everyone has had the opportunity to vote, I declare the polls for each matter voted upon during this annual meeting now closed. I ask that the Inspector of Election tally the votes of stockholders present at the meeting, together with the votes of stockholders by proxy, and then report the number of votes received for and against the business matters presented this afternoon. The Inspector of Election has certified that the tally is complete. Before I ask for questions, I want to ask Zabi to report the preliminary results of the balloting. Thank you, Fred. Based on the preliminary report of the Inspector of Election, I have been advised that on the first proposal, Doug Mellinger and Vicki Mealer-Burke have been elected as Class III directors. On the second proposal, the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31st, 2026, has been ratified. On the third proposal, the compensation of the named executive officers has been approved on a non-binding advisory basis. On the fourth proposal, an amendment to our 2018 Plan to increase the number of shares of our common stock reserved under our 2018 Plan by 18 million has been approved. The Inspector of Election will furnish the Secretary of this annual meeting with a written report of the vote count with respect to the matters voted on today. We intend to file a current report on Form 8-K with the SEC within four business days to announce the final voting results of the proposals voted upon at this annual meeting. Thank you, Zabi. If anyone wishes to comment or ask a question, please do so through the virtual meeting portal. Questions and comments should be relevant to matters of concern to stockholders generally. The company will review any submitted questions after the meeting and address them directly at our earliest opportunity. There being no other business, our meeting is concluded. I would again like to express my sincere appreciation to the stockholders who attended this meeting, as well as those who submitted their proxies but were not able to be present. Thank you for your continued support of MARA. The meeting is now adjourned. The event has now concluded.
Loading workspace