Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when MARA files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- 40.9% Say-on-pay Opposition (new) — Substantial stockholder dissatisfaction with executive compensation practices, well above typical opposition levels.
- 24.0% Opposition to Equity Plan Expansion (new) — Notable resistance to dilution from 18 million additional shares for employee compensation.
- 40.8% Opposition to Director Mealer-burke (new) — Elevated withheld votes suggest significant stockholder concerns about this director's election.
MARA stockholders approve 18M share equity plan expansion amid elevated pay opposition
Filed June 22, 2026 · Period ending June 18, 2026 · ~1 min read
Key Changes
-
high
Stockholders approved adding 18 million shares to the equity incentive plan with 76.0% support (83.7M for, 26.4M against), representing 39.2% of shares outstanding and notable 24.0% opposition.
Item 5.07 verify on EDGAR → -
high
Say-on-pay vote passed with only 59.1% support (65.0M for, 45.0M against), reflecting substantial stockholder concern about executive compensation with 40.9% opposition.
Item 5.07 verify on EDGAR → -
medium
Director Vicki Mealer-Burke elected with 59.2% support (65.5M for, 45.1M withheld), facing elevated 40.8% opposition; Douglas Mellinger elected with 90.9% support.
Item 5.07 verify on EDGAR → -
low
PricewaterhouseCoopers LLP ratified as 2026 auditor with 98.0% support (208.3M for, 4.2M against).
Item 5.07 verify on EDGAR →
Summary
MARA Holdings' annual meeting revealed significant stockholder pushback on compensation and governance matters. The company secured approval to expand its equity incentive plan by 18 million shares, but with only 76.0% support and 24.0% opposition—a level of resistance that signals dilution concerns among a substantial minority.
More striking was the 40.9% opposition to executive pay in the advisory say-on-pay vote, indicating widespread dissatisfaction with compensation practices that management and the board should address. Director elections also showed friction: while Douglas Mellinger won re-election with 90.9% support, Vicki Mealer-Burke faced 40.8% withheld votes despite winning her seat.
This level of opposition to a director typically reflects specific stockholder concerns about qualifications, independence, or board performance. The combination of elevated opposition across compensation and governance items suggests MARA faces meaningful stockholder pressure to recalibrate its approach to pay and board composition. The filing also references an incomplete Item 5.02 disclosure regarding officer or director changes, though details were not provided in the submitted text.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
8-K filing incomplete or truncated; Item 5.02 officer/director event disclosed but details not provided in submitted text.
Added in current filing · verify on EDGAR →
Item | 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described under
The filing invokes Item 5.02, which covers departures, appointments, or compensatory arrangements for directors and officers. However, the submitted text is incomplete and cuts off mid-sentence ('As described under'), preventing determination of the specific event disclosed. The full 8-K would contain material details about leadership changes or compensation that are not available in this excerpt.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
MARA stockholders approved 18M share increase to equity plan, elected two directors, and ratified auditor and executive pay.
Added in current filing · verify on EDGAR → · paraphrased
A total of 213,399,096 shares of the Company's common stock were represented at the Annual Meeting, constituting a quorum for all matters presented at the Annual Meeting.
Vicki Mealer-Burke: For 65,489,872, Withheld 45,085,559, Broker Non-Votes 102,823,665
Douglas Mellinger: For 100,494,708, Withheld 10,080,723, Broker Non-Votes 102,823,665
Two Class III directors were elected to serve until 2029. Douglas Mellinger received strong support with 100,494,708 votes for versus 10,080,723 withheld (90.9% of votes cast). Vicki Mealer-Burke faced elevated opposition with 45,085,559 votes withheld versus 65,489,872 for (59.2% support of votes cast), representing 40.8% opposition that warrants attention.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 29, 2026 · How we verify