Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
17 Aprile 2025 - 10:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as Amended
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | Definitive Proxy Statement |
☒ | Definitive Additional Materials |
☐ | Soliciting Material under Section 240.14a-12 |
RIOT PLATFORMS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ | No fee required |
☐ | Fee paid previously with preliminary materials: |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |

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Control #
V71939-P32628
BROADRIDGE CORPORATE ISSUER SOLUTIONS
C/O RIOT PLATFORMS, INC.
3855 AMBROSIA STREET, SUITE 301
CASTLE ROCK, CO 80109
RIOT PLATFORMS, INC.
2025 Annual Meeting
Vote by June 9, 2025
11:59 PM ET
You invested in RIOT PLATFORMS, INC. and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the
availability of proxy materials for the stockholder meeting to be held on June 10, 2025.
Vote Virtually at the Meeting*
June 10, 2025
10:00 AM Eastern Time
Virtually at:
www.virtualstockholdermeeting.com/RIOT2025
Get informed before you vote
View the Notice and Proxy Statement and 2024 Annual Report online OR you can receive a free paper or email copy of the material(s)
by requesting prior to May 27, 2025. If you would like to request a copy of the material(s) for this and/or future stockholder
meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com.
If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not
otherwise receive a paper or email copy. |

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Voting Items
Board
Recommends
V71940-P32628
THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the
upcoming stockholder meeting. Please follow the instructions on
the reverse side to vote these important matters.
1. Election of Directors
Nominees:
1a. Jaime Leverton For
1b. Douglas Mouton For
2. Ratification on a non-binding advisory basis of the appointment of Deloitte & Touche LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2025. For
3. Approval, on a non-binding an advisory basis, of the compensation of the Company’s Named Executive Officers. For
4. Approval, on a non-binding advisory basis, of the frequency at which future Say-on-Pay votes will be held. 1 Year
5. Approve, in a non-binding vote, D. E. Shaw’s proposal, if properly presented at the Annual Meeting, requesting that
the Board take all necessary steps in its power, including amending the Company’s bylaws, to declassify the Board so
that all directors are elected on an annual basis.
For
NOTE: The named proxy is also authorized, in his discretion, to consider and act upon such other business as
may properly come before the meeting or any adjournment thereof. |
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