Updated as of March 14, 2025
The Company’s Board of Directors (the “Board”) sent proxy materials to stockholders of record as of February 7, 2025, on or about February 24, 2025, in connection with the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), which was previously scheduled to take place on March 17, 2025, at 9 a.m. Eastern Time and which the Company has adjourned, without conducting any business. This Q&A is intended to assist you in making an informed vote on the proposal described in the proxy materials, which summarize the purpose of the meeting and the information you need to know to vote at the 2025 Annual Meeting.
The Board made this determination following discussions between the Company and certain stockholders (the “Plaintiff Stockholders”) in litigation pending before the Delaware Court of Chancery (the “Court”) and in light of the timeline set by the Court for that litigation. The Board made the decision to adjourn and the Company represented to the Court, that the Company would adjourn the 2025 Annual Meeting until approximately 30 days from the date of the Court’s decision in the pending litigation. More specifically, the Company is a defendant in litigation commenced by the Plaintiff Stockholders pending before the Court where the Plaintiff Stockholders alleged: (i) the size of the board of directors should be held by the Court to consist of six directors, rather than the current five directors; (ii) certain nominees for election as director(s) of the Company’s at the Annual Meeting should be deemed by the Court as having complied with the Company’s Advance Notice Bylaws Section 2.4; and (iii) the quorum requirements at the Annual Meeting should not be set according to Bylaws and instead by court order. A trial has been set by the Court for May 8 or 9, 2025.
The Company expects to hold the 2025 Annual Meeting approximately 30 days from the date of the Court’s decision on the pending litigation. The Company will announce the new date for the Annual Meeting following the Court’s decision.
The election of a single Class I director to the Board to serve until the Company’s 2028 Annual Meeting of Stockholders.
Under Bylaw Section 2.4, a stockholder can only bring nominations for Board elections before an annual meeting if they follow the specific procedures outlined in the bylaw, including “has timely complied in proper written form with the procedures set forth in Bylaw Section 2.4.” Brett Perry, Veton Vejseli, and Christopher Villinger, each a stockholder of the Company (collectively, the “Dissident Stockholders”), claim that they have complied with Bylaw Section 2.4, and thus claim entitlement to bring forth nominee(s) for election to the Board at the annual meeting. The Company has rejected their nominations for failure to comply with Bylaw Section 2.4.
The Company has rejected the Dissident Stockholder’s nominations as invalid for failure to comply with Bylaw Section 2.4. Whether or not the Dissident Stockholders have complied with Bylaw Section 2.4 and are legally entitled to bring forth any nominations, the Dissident Stockholders have purported to provide notice to the Company of their intent to nominate Michael Abbate and Oliver Wiener (the “Dissident Nominees”) for election as Class I director in opposition to the nominee recommended by the Board. The Board does not endorse any of the Dissident Nominees and recommends you vote “FOR” the nominee proposed by the Board, Elizabeth LaPuma, by using the WHITE proxy card. The Board strongly urges you not to sign or return any proxy card sent to you by the Dissident Stockholders, Figure Markets Holdings, Inc. (“Figure Markets”) or GXD Labs, LLC (“GXD Labs”). If you have previously submitted a GOLD proxy card sent to you by the Dissident Stockholders, you can revoke that proxy and vote for the Board’s nominee by using the WHITE proxy card you received with your proxy materials. Even if you plan to attend the 2025 Annual Meeting virtually, we request that you vote your shares by signing and dating the WHITE proxy card and returning it in the postage-paid envelope you received with your proxy materials or by voting via internet or by telephone by following the instructions provided on the WHITE proxy card and on this site http://www.proxypush.com/IonicDigital. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the 2025 Annual Meeting as described in the proxy materials.
No. The Dissident Stockholders and the purported Dissident Nominees are acting on behalf of - and financially backed by - non-stockholders of Ionic, including Mike Cagney and his company Figure Markets, an unproven Alternative Trading System (“ATS”), as well as a founder of GXD Labs LLC (“GXD Labs”). These non-stockholders are pursuing their own self-serving business agendas, aiming to push Ionic into risky, self-dealing transactions that prioritize their own interests over the well-being of Ionic stockholders. Mr. Cagney is advocating for Ionic to list its shares on an unproven ATS, Figure Markets, a narrow objective which differs from the Company’s stated intention of listing on a national securities exchange (such as Nasdaq or the New York Stock Exchange) or engaging in complementary or alternative transactions to provide liquidity options and maximize value for stockholders. The Board believes listing on Figure Markets poses significant risk to the value of Ionic Digital’s shares and presents a direct conflict of interest.
The Board believes that the Dissident Stockholders are conflicted and will not fairly represent the Company’s stockholders. Mr. Abbate, a purported Dissident Nominee, currently serves as an advisor to Figure Markets and previously served as Chief Investment Officer of Figure Markets, and as of February 14, 2025, owns approximately 1.5% of outstanding shares of Figure Markets, which would prevent Mr. Abbate from acting in an independent capacity. Mr. Wiener, also a purported Dissident Nominee, lacks risk management expertise and is a former Portfolio Manager at Standard Industries, which he departed from after he led Standard Industries’ investment in FTX prior to its bankruptcy. Mr. Wiener also served as an advisor to FTX prior to FTX’s bankruptcy.
To protect stockholders’ investment and the Company’s future, the Board strongly recommends stockholders to vote FOR Elizabeth LaPuma, an independent nominee. Ms. LaPuma is a highly qualified professional and brings more than two decades of financial advisory and board expertise across a wide range of industries. Ms. LaPuma has served as an independent director of the Company since its incorporation and has no conflicting business interests, unlike Mr. Abbate. Throughout 2024, Ms. LaPuma has been focused on liquidity options for stockholders and identifying a replacement auditor and working towards completion of the audit. Ms. LaPuma has served as Chairwoman of the Board since September 2024.
Ms. LaPuma, along with the Board and management, spent significant time in 2024 identifying a replacement auditor after the Company’s former auditor abruptly resigned due to its decision in mid-2024 to no longer serve clients in the cryptocurrency industry. Following extensive efforts by Ms. LaPuma and the Board and management, the audit committee engaged BDO, the replacement auditor, and has been working with that replacement auditor towards completion of the Company’s audit, which is necessary for any listing and achieving liquidity for the stockholders.
Additionally, Ms. LaPuma has worked with management to energize the Company’s Cedarvale facility in Texas to drive long-term growth and maximize stockholder value. During her tenure as Chairwoman of the Board, along with the Board and Management, Ms. LaPuma engaged an international financial advisory firm to evaluate the Company’s MSA with Hut 8 and led the Company through a professional and efficient transition period following the Company’s termination of the MSA after it made the determination that Hut 8 was in breach of the MSA. As of January 16, 2025, the Cedarvale facility is energized and mining Bitcoin every day of the week.
Ms. LaPuma received her Master of Business Administration in Finance as a Palmer Scholar, Bachelor of Science in Finance and Bachelor of Arts in International Relations, magna cum laude, from the Wharton School and The School of Arts and Sciences at the University of Pennsylvania. Prior to serving on the Company’s Board, Ms. LaPuma held numerous roles in the financial advisory sector: Ms. LaPuma was a Managing Director and Head of Balance Sheet Advisory at UBS, a Managing Director and head of Asset Management Services at Alvarez & Marsal, advising governments and financial institutions on diverse assets, and her earlier career includes roles at BlackRock, Lazard Frères & Co. LLC, Credit Suisse and Perella Weinberg Partners L.P.
The Board recommends that you vote your shares “FOR” for the Board’s nominee, Elizabeth LaPuma.
The Board strongly urges you not to sign or return any proxy card sent to you by the Dissident Stockholders or Figure Markets.
As provided in the Company’s Third Amended and Restated Bylaws, the single Class I director will be elected on a plurality basis. This means that the candidate receiving the highest number of “FOR” votes will be elected. A properly executed proxy card marked “WITHHOLD” with respect to the election of a director nominee will be counted for purposes of determining if there is a quorum at the 2025 Annual Meeting but will not be considered to have been voted for the director nominee.
It will NOT help elect the nominee recommended by the Board if you sign and return proxies sent by the Dissident Stockholders even if you vote to “WITHHOLD” your vote with respect to any of their directors using their proxy card. In fact, doing so will cancel any previous vote you cast on the Company’s WHITE proxy card. The only way to support the Board’s nominees is to vote “FOR” the Board’s nominee on the WHITE proxy card. ONLY THE LATEST-DATED PROXY WILL BE COUNTED.
The Dissident Stockholders have purported to provide notice to the Company of their intent to propose their own director nominees for election at the 2025 Annual Meeting. The nominations made by the Dissident Stockholders have NOT been endorsed by your Board. The Company is not responsible for the accuracy of any information contained in any proxy materials used by the Dissident Stockholders or Figure Markets or any other statements that they may otherwise make.
The Board strongly urges you NOT to sign or return the GOLD proxy card sent to you by, on behalf of the Dissident Stockholders.
We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully and equally, and without cost, using an internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location. Moreover, the Company and its advisors have been subject to several threats of violence and the virtual-only format enables us to protect the health and safety of all attendees.
Stockholders of record as of the close of business on February 7, 2025, the Record Date, and/or their assigned proxies will have the ability to submit questions and vote electronically at the 2025 Annual Meeting via the virtual-only meeting platform. You will not be able to attend the 2025 Annual Meeting physically in person.
To attend the 2025 Annual Meeting, you must visit www.proxydocs.com/IONICDigital and pre-register by March 16, 2025, at 10 p.m. Eastern. Upon entry of your control number and other required information, you will receive further instructions via email, that provides you access to the 2025 Annual Meeting and to vote and submit questions during the Annual Meeting.
As part of the attendance process, you must enter the control number located on your WHITE proxy card.
On the day of the 2025 Annual Meeting, you may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the Annual Meeting. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time.
Should you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties voting or submitting questions, we will have technicians ready to assist you.
You may vote all shares that you own (or for which you have been given the right to provide instructions as to how such shares should be voted) as of the close of business on the Record Date, which is February 7, 2025.
We encourage stockholders to submit proxies in advance of the 2025 Annual Meeting by telephone, by internet or by mail. You can ensure that your shares are voted at the 2025 Annual Meeting by following the instructions on the enclosed form of WHITE proxy and submitting your votes by telephone or the internet, or by completing, signing, dating and returning the enclosed form of WHITE proxy. Sending your proxy by any of these methods will not affect your right to attend and vote at the 2025 Annual Meeting virtually or by executing a proxy designating a representative to vote for you at the 2025 Annual Meeting.
Shares held directly in your name as the stockholder of record as of the Record Date may be voted at the 2025 Annual Meeting. During the meeting, you may vote online by following the instructions therein. Have your WHITE proxy card in hand when you access the virtual polls web page.
Even if you currently plan to attend the 2025 Annual Meeting virtually, we recommend that you also submit your proxy now as described below so that your vote will be counted if you later decide not to attend the 2025 Annual Meeting.
The methods for voting without attending the meeting are:
• By Internet – if you received an electronic mail (Email) or printed copy of the proxy materials, follow the instructions in the Email or on the proxy card. Ionic stockholders can vote by using your Control Number found in your email or on the vote proxy form and visiting http://www.proxypush.com/IonicDigital
• By Telephone – if you received an electronic mail (Email) or printed copy of the proxy materials, follow the instructions in the Email or on the proxy card. Ionic stockholders can vote by the automated telephone line 866-286-3608 and following the prompts. If you prefer to speak to a live voting agent or have any questions regarding voting at this meeting, please contact our Voting Agent toll-free at 888-858-9906 Monday to Friday between 9 a.m. and 6 p.m. Eastern.
• By Mail – if you received a printed copy of the proxy materials, complete, sign, date, and mail your proxy card in the enclosed, postage-prepaid envelope.
If you (i) indicate when voting on the internet or by telephone that you wish to vote as recommended by the Board or (ii) sign and return a WHITE proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board.
As of the date of this proxy statement, the Board knows of no business other than that set forth above to be transacted at the 2025 Annual Meeting, but if other matters requiring a vote do arise, it is the intention of the persons named in the WHITE proxy card (Anthony McKiernan (Interim Chief Executive Officer) and Laura Schnaidt (Chief Legal Officer and Corporate Secretary), the Company’s management proxies) to whom you are granting your proxy, to vote in accordance with their best judgment on such matters.
Abstentions and non-votes by brokers will be counted as present for purposes of determining a quorum but will not be treated as a vote cast.
Yes. You may change your vote at any time prior to the vote at the 2025 Annual Meeting. You may change your vote by either: (i) granting a new proxy bearing a later date (which automatically revokes the earlier proxy) whether made on the internet, by telephone or by mail or (ii) if you are a stockholder of record, notifying the Company’s Corporate Secretary in writing that you want to revoke your earlier proxy; or (iii) if you are a stockholder of record, by attending the 2025 Annual Meeting virtually and voting online. If you have already voted using a proxy card sent to you by the Dissident Stockholders or Figure Markets, you have every right to change it and we urge you to revoke that proxy by voting in favor of the Board’s nominees by signing and returning the enclosed WHITE proxy card or following the instructions on your WHITE proxy card how to vote via the internet or by telephone. Only the latest validly executed proxy that you submit will be counted. Any proxy may be revoked at any time prior to its exercise at the 2025 Annual Meeting.
It means that your shares are registered differently or are in more than one account. In order to vote all of your shares, please sign and return each WHITE proxy card, or if you will vote via internet, vote one for each WHITE proxy card you receive.
If the Dissident Stockholders proceed with their alternative director nominations, we will likely conduct multiple mailings prior to the 2025 Annual Meeting date so that stockholders have our latest proxy information and materials to vote. We will send you a new WHITE proxy card with each mailing, regardless of whether you have previously voted. The latest-dated proxy you submit will be counted, and, if you wish to vote as recommended by the Board, then you should only submit WHITE proxy cards.
Results will be published on the Company website.
Other than the proposal described in this proxy statement, we do not expect any matters to be presented for a vote at the 2025 Annual Meeting. If you grant a proxy, the persons named as proxy holders, Anthony McKiernan (Interim Chief Executive Officer) and Laura Schnaidt (Chief Legal Officer and Corporate Secretary), will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting.
The quorum requirement for holding the meeting and transacting business is the presence, in person or by proxy, of not less than one-third of the outstanding shares of stock entitled to vote, except where a different quorum is required by the Delaware General Corporation Law, the certificate of incorporation or the bylaws of the Company. If a quorum is not present, the 2025 Annual Meeting will be adjourned until
The Board will appoint an Inspector of Election to tabulate the votes.
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects voting privacy. Your vote will not be disclosed either within the Company or to third parties except (i) as necessary to meet applicable legal requirements, (ii) to allow for the tabulation of votes and certification of the vote or (iii) to facilitate a successful proxy solicitation by the Board.
Please contact Mediant Communications, the firm assisting the Company in the solicitation of proxies, toll free at 888-858-9906.