MARA (MARA) Proxy Filing summary

Executive summary

• A virtual special meeting is scheduled for February 11, 2025, to vote on increasing authorized common stock and potential adjournment to solicit more proxies if needed.

• The Board unanimously recommends voting in favor of both proposals.

• Proxy materials were mailed on January 21, 2025, and voting can be done online, by phone, mail, or during the meeting.

• Forward-looking statements are included, subject to risks and uncertainties as described in recent SEC filings.

Voting matters and shareholder proposals

• Proposal 1 seeks to amend the Articles of Incorporation to increase authorized common stock from 500,000,000 to 800,000,000 shares.

• Proposal 2 allows adjournment of the meeting to solicit additional proxies if votes are insufficient for Proposal 1.

• The Board recommends voting “FOR” both proposals.

• No dissenter’s or appraisal rights are available for these proposals.

• Stockholder proposals for the 2025 annual meeting must have been submitted by December 30, 2024.

Board of directors and corporate governance

• The Board consists of nine members, including the CEO and lead independent director.

• Proxy solicitation is managed by Innisfree M&A Incorporated for a $25,000 fee plus expenses.

• Directors and officers may communicate with stockholders to solicit proxies, with no extra compensation.