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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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