MARA (MARA) Proxy Filing summary

Executive summary

• Special Meeting will be held virtually to vote on two proposals: increasing authorized common stock and potential adjournment to solicit more proxies if needed.

• Board unanimously recommends voting in favor of both proposals.

• Only stockholders of record as of the set Record Date are eligible to vote; both common and Series X Preferred Stock have voting rights on Proposal 1.

• Proxy materials are available online, and multiple voting methods are provided, including internet, phone, mail, and live webcast.

• No dissenter's or appraisal rights are available for the proposals.

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.

• Board recommends a "FOR" vote on both proposals.

• Stockholder proposals for the 2025 annual meeting must comply with SEC deadlines and rules.

Board of directors and corporate governance

• Fred Thiel serves as CEO and Chairman; Doug Mellinger, lead independent director, holds all Series X Preferred Stock.

• Board members and executive officers' beneficial ownership is detailed, including restricted stock units.