TeraWulf (WULF) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 5, 2025, in a virtual format, with shareholders encouraged to vote in advance or participate online.

• Key 2024 achievements include doubling Bitcoin mining revenue to $140M, expanding hashrate to 9.7 EH/s, and growing power capacity to 195 MW.

• Strategic moves included a $500M convertible notes offering, a share repurchase, and expansion into AI/HPC hosting with major lease agreements.

• The company sold its Nautilus Cryptomine JV stake for $92M, fueling further HPC/AI expansion.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors for one-year terms, (2) advisory approval of executive compensation (Say-on-Pay), (3) ratification of Deloitte & Touche LLP as auditor for 2025, and (4) approval of an amendment to the 2021 Omnibus Incentive Plan to increase available shares.

• The board recommends voting FOR all proposals.

• The incentive plan amendment seeks to increase authorized shares from 9.1M to 54.1M, eliminate the evergreen provision, and raise the incentive stock option limit.

Board of directors and corporate governance

• The board consists of nine members, with five deemed independent under Nasdaq rules.

• Board diversity includes four women, two military veterans, and a mix of backgrounds.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Sustainability.

• The board’s leadership structure combines the roles of CEO and Chairman, with a lead independent director.

• Directors are encouraged to attend annual meetings; all attended in 2024.