8-K – 2026-06-12 – tm2617732d1_8k.htm

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0001964789

0001964789

2026-06-11
2026-06-11

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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 11, 2026  

 

 

 

Hut
8 Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware
001-41864
92-2056803

(State
or other Jurisdiction of

incorporation)
(Commission

File Number)
(IRS
Employer

 Identification No.)

 

1101 Brickell Avenue , Suite 1500 , Miami , Florida
33131

(Address of Principal Executive Offices)
(Zip
Code)

 

Registrant’s Telephone Number,
Including Area Code: ( 305 ) 224
6427

 

 

 

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

 

Name of each
exchange on which registered

Common Stock, par value $0.01 per share
 
HUT
 
The Nasdaq
Stock Market LLC

 
 
 
 
 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 11, 2026, Hut 8 Corp. (the “Company”) held its
2026 Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote upon four proposals, which are described in
greater detail in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2026 (the “Proxy
Statement”). A total of 83,316,655 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 are set forth below.

 

Proposal 1: Election of Directors

 

The stockholders elected each of the persons named below to serve as
a director of the Company until the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified,
or until his or her earlier death, resignation or removal. The results of such vote were as follows:

 

Nominee  
For    
Against    
Abstentions    
Broker Non-Votes  

Joseph Flinn  
69,524,014    
1,269,489    
66,383    
12,456,769  

Asher Genoot  
70,536,078    
276,248    
47,560    
12,456,769  

Michael Ho  
70,530,325    
282,072    
47,489    
12,456,769  

E. Stanley O’Neal  
65,940,165    
4,854,376    
65,345    
12,456,769  

Carl J. (Rick) Rickertsen  
70,370,263    
420,204    
69,419    
12,456,769  

Mayo A. Shattuck III  
63,437,474    
7,353,696    
68,716    
12,456,769  

William Tai  
68,982,263    
1,642,740    
234,883    
12,456,769  

Amy Wilkinson  
62,429,791    
5,483,217    
2,946,878    
12,456,769  

 

Proposal 2: Advisory Vote on the Compensation of the Company’s
Named Executive Officers

 

The stockholders approved, on an advisory basis, the compensation of
the Company’s named executive officers, as described in the Compensation Discussion and Analysis section and related compensation
tables of the Proxy Statement. The results of such vote were as follows:

 

For  
Against  
Abstentions  
Broker Non-Votes

38,689,226  
31,950,016  
220,644  
12,456,769

 

Proposal 3: Ratification of the Appointment of the Independent
Registered Public Accounting Firm

 

The stockholders ratified the appointment of KPMG LLP as the Company’s
independent registered public accounting firm for the year ending December 31, 2026. The results of such vote were as follows:

 

For  
Against  
Abstentions

81,763,405  
1,486,135  
67,115

 

Proposal 4: Approval of an Amendment to the Amended and Restated
Hut 8 Corp. 2023 Omnibus Incentive Plan

 

The stockholders approved the amendment to the Amended and Restated
Hut 8 Corp. 2023 Omnibus Incentive Plan. The results of such vote were as follows:

 

For  
Against  
Abstentions  
Broker Non-Votes

59,930,290  
10,705,328  
224,268  
12,456,769

 

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

 

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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 hereunto duly authorized.

 

 
HUT 8 CORP.

 
 
(Registrant)

 
 
 

Date: June 12, 2026
By:
/s/ Victor Semah

 
 
Name:
Victor Semah

 
 
Title:    
Chief Legal Officer & Corporate Secretary

 

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