Hut 8 Corp.

8-K · tm2617732d1_8k.htm iXBRL

0001964789

 2026-06-11
 2026-06-11

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 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.

  

 2

  

  

 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

  

 3