Current Report Filing (8-k)
05 Aprile 2022 - 11:14PM
Edgar (US Regulatory)
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2022-03-31
2022-03-31
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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): March 31, 2022
MARATHON
DIGITAL HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
001-36555 |
|
01-0949984 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1180
North Town Center Drive, Suite 100
Las
Vegas, NV |
|
89144 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (800) 804-1690
(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)) |
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. ☐
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 |
FORWARD-LOOKING
STATEMENTS
This
Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”)
contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available
to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings
the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”
“plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management
identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject
to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results
of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize,
or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the
United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
ITEM 1.01. Entry into a Material Definitive Agreement
See
Item 5.02.below.
ITEM
5.02 Appointment of Director and Executive Officers
Effective
March 31, 2022, Douglas Mellinger was appointed as a director to the Board of Directors of Marathon Digital Holdings, Inc. (the “Company”)
to fill the vacancy created by Merrick Okamoto’s departure at the end of 2021.
Doug
Mellinger is an active entrepreneur, philanthropist, impact investor, and board member, with extensive experience building and leading
public and private companies in the technology and financial industries. Mellinger is a managing director at Clarion Capital Partners,
a lower middle market private equity and structured credit asset management company. He currently serves on the board of directors of
Foundation Source, a leading provider of outsourced services and technology for private foundations which he co-founded in 2000; the
board of directors of Campden Wealth and IPI (Institute for Private Investors), the largest global membership organization for wealthy
families and their family offices; and the board of directors of International Education Corporation (IEC), one of the nation’s
largest career education colleges. Prior to Clarion Capital Partners, Mellinger was a partner at Palm Ventures and a managing partner
at Zeno Ventures. He founded and served as the chairman and CEO of enherent Corp (NASDAQ: ENHT), a global software development and services
company that was listed as an Inc. 500 company twice and was featured on Deloitte & Touche’s Technology Fast 500 and Fast 50
lists. Throughout his career, Mellinger has served on the boards of numerous companies and organizations, including Edgar Online (NASDAQ:
EDGR), Sequest Technologies, Producteev, Schiller International, Young Entrepreneur’s Organization (YEO), and Young President’s
Organization (YPO), among others. He has also served on several advisory boards and boards to government agencies, universities, and
non-profit organizations over the past 40 years. Mellinger holds a degree in entrepreneurial science from Syracuse University.
Effective
March 31, 2022, Hugh Gallagher was appointed Chief Financial Officer of the Company, with Sim Salzman being appointed as the Company’s
Chief Accounting Officer.
Mr.
Gallagher is a seasoned C-level executive and board member who brings to Marathon over 30 years of experience in capital markets, investment
analysis, treasury, investor relations, and financial and operational execution. Prior to joining Marathon, Mr. Gallagher held several
senior positions at UGI Corporation and AmeriGas Propane, including chief strategy officer - Global LPG (2021-2022); president and CEO
of AmeriGas Propane (2018-2021); vice president finance and CFO of AmeriGas Propane (2013-2018); treasurer (2011-2014) and director of
investor relations and treasury (2007-2011) at UGI Corporation; director of corporate development (2004-2007); and director of financial
planning (2000-2004) at AmeriGas Propane. Mr. Gallagher also served in various roles of increasing responsibility at both UGI and AmeriGas
from 1990-2000. Mr. Gallagher holds a CPA certification in the State of Pennsylvania and a bachelor of science in accounting from Drexel
University.
Effective
the same date, the Company entered into an Executive Employment Agreement with Mr. Gallagher. The Agreement has a term of three years
and automatically renews for successive one year terms unless either party provides notice of nonrenewal at least 90 days prior to the
end of the initial term or any renewal term. Mr. Gallagher’s annual base salary is $475,000 with annual 3% cost of living increases
and bonuses at the discretion of the Company’s Board of Directors. Mr. Gallagher has been provided with a grant of 150,000 restricted
stock units (“Initial Executive Award”), subject to the vesting schedule displayed below (“Executive Vesting Schedule”).
For avoidance of doubt: vesting of the Compensation Shares shall vest 33.33% (50,000 restricted stock units “rsus”)) on March
31, 2023, and the remaining 100,000 rsus will vest 8.33% (12,500 rsus) every three months, thereafter, for eight consecutive calendar
quarters. In the event of a Change of Control, the remaining unvested rsus will vest immediately. Mr. Gallagher may also receive additional
grants of restricted stock units, and any such grant shall vest in four equal amounts on the date of grant and the three successive three
month anniversaries thereof. In the event of a change in control, all RSUs vest immediately. Mr. Gallagher is entitled to 25 paid vacation
days per year and is entitled to participate in all Company benefit plans per standard Company policy.
Upon
any termination of the Agreement, Mr. Gallagher is entitled to compensation and reimbursement of expenses through the date of termination
as well as payment for any accrued and unpaid vacation days. If the termination is other than for cause, Mr. Gallagher’s outstanding
RSUs shall immediately vest. Upon a termination not for cause by the Company or by Mr. Gallagher with good reason or within 180 days
of a change in control, he shall receive the greater of his remaining base salary for the remaining term of the Agreement and 12 months
base salary plus benefits. The Agreement contains customary and usual definitions of termination for cause and good reason.
The
Annual Bonus, and any and all stock based compensation (such as options and equity awards) (collectively, the “Clawback Benefits”)
shall be subject to “Clawback Rights” as follows: during the period that the Executive is employed by the Company and upon
the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is a restatement of any
financial results from which any metrics were determined to be achieved which were the basis of the granting and calculation of such
Clawback Benefits to the Executive, the Executive agrees to repay any amounts which were determined by reference to any Company financial
results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts
that would have been paid, based on the restatement of the Company’s financial information.
Mr.
Salzman’s Executive Employment Agreement was amended to increase his annual base salary to $275,000.
Mr.
Gallagher’s agreement is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
Date:
April 5, 2022
|
MARATHON
DIGITAL HOLDINGS, INC. |
|
|
|
By: |
/s/
Sim Salzman |
|
Name: |
Sim Salzman |
|
Title: |
Chief Accounting Officer |
Grafico Azioni Marathon Digital (NASDAQ:MARA)
Storico
Da Feb 2024 a Mar 2024
Grafico Azioni Marathon Digital (NASDAQ:MARA)
Storico
Da Mar 2023 a Mar 2024