MARA Holdings股東年會通過增發1800萬股股權激勵計劃修訂

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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 18, 2026

 

MARA
HOLDINGS, INC.

(Exact
name of Registrant as Specified in Its Charter)

 

 
 Nevada
  
 001-36555
  
 01-0949984

 
 (State
 or Other Jurisdiction

 of
 Incorporation)

  
 (Commission

 File
 Number)

  
 (IRS
 Employer

 Identification
 No.)

 
 

1010
South Federal Highway, Suite 2700

Hallandale
Beach, FL 33009

(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:

 

 
 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
  
  

 
 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
  
  

 
 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
  
  

 
 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

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

 

 
 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which registered

 
 Common
 Stock
  
 MARA
  
 The
 Nasdaq Capital Market

 
 

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
 Departure
 of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 
 

As
described under Item 5.07 below, an amendment to the MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan (as amended,
the “2018 Plan”) to increase the number of shares authorized for issuance thereunder by 18,000,000 shares (the “Amendment”)
was approved by the stockholders of MARA Holdings, Inc. (the “Company”) and became effective on June 18, 2026. The material
terms of the Amendment are summarized on pages 71 through 76 of the Company’s definitive proxy statement on Schedule 14A filed
with the Securities and Exchange Commission on April 30, 2026 (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.

 

 
 Item
 5.07
 Submission
 of Matters to a Vote of Security Holders.

 
 

On
June 18, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”). A total of 213,399,096 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 III Directors

 

The
stockholders elected the following nominees as Class III directors to serve until the Company’s 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.

 

 
   
 Shares Voted 

 
 Name 
 For  
 Withheld  
 Broker Non-Votes 

 
 Vicki Mealer-Burke 
  65,489,872  
  45,085,559  
  102,823,665 

 
 Douglas Mellinger 
  100,494,708  
  10,080,723  
  102,823,665 

 

 

Proposal
No. 2: Ratification of Appointment of Accounting Firm

 

The
stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm
for the year ending December 31, 2026.

 

 
 Shares Voted 

 
 For  
 Against  
 Abstentions 

 
  208,334,659  
  4,190,775  
  873,662 

 

 

  

  

 

 

Proposal
No. 3: Approval, on an advisory basis, of the compensation of the Named Executive Officers

 

The
stockholders approved, on a non-binding advisory basis, the compensation of the Named Executive Officers.

 

 
 Shares Voted 

 
 For  
 Against  
 Abstentions  
 Broker Non-Votes 

 
  64,973,538  
  44,975,240  
  626,653  
  102,823,665 

 

 

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

 

The
stockholders approved the Amendment.

 

 
 Shares Voted 

 
 For  
 Against  
 Abstentions  
 Broker Non-Votes 

 
  83,714,947  
  26,423,491  
  436,993  
  102,823,665 

 

 

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

 

 
 Item
 9.01
 Financial
 Statements and Exhibits.

 
 

(d)
Exhibits

 

 
 Exhibit
 No.
  
 Description

 
 10.1
  
 Third Amendment to MARA Holdings, Inc. Amended and Restated 2018 Equity Incentive Plan

 
 104
  
 Cover
 Page Interactive Data File (embedded within the inline XBRL document)

 
 

  

  

 

 

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.

 

 
  
 MARA
 HOLDINGS, INC.

 
  
  
  

 
 Date:
 June 22, 2026
 By:
 /s/
 Zabi Nowaid

 
  
 Name:
 Zabi
 Nowaid

 
  
 Title:
 General
 Counsel and Corporate Secretary