Securing Your Voice: Marathon Digital Holdings’ 2024 Proxy Vote Explained

We have made remarkable progress in2024 thanks to the support of our dedicated shareholders. Together, we have achieved recordquarterly revenues, industry-leading energized hash rates, and deliveredinnovative products and services in digital infrastructure.

We must continue this momentum, and todo that - we need your support. On June 27^th, we will be hosting our annual meeting of shareholders. There are several proposals to bevoted on during the meeting, and we need your voice to propel our progressfurther. Watch this special message from Chairman and CEO Fred Thiel regarding the upcoming votes:

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Understanding the Proxy Vote A proxy vote is your voice in the boardroom. It is an opportunity for you to weigh in on important matters that affect the direction and governance of Marathon Digital Holdings. Your vote ensures that your voice is heard.

Proposals to be Voted Upon

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- Election of Class I Directors The boardroom is where strategic decisions are made, and electing Class I directors is crucial to our continued success. We are proud to nominate  Fred Thiel, Kevin DeNuccio, and Said Ouissal for re-election, acknowledging their invaluable contributions and leadership. We encourage our shareholders to vote in support of this re-election.‍‍‍

- Ratification of Independent Auditor Transparency in financial reporting is paramount. We seek to ratify the appointment of Marcum LLP as our independent auditor, a firm that has consistently provided us with unbiased and thorough audits. Your vote for ratification is a vote for continued integrity in our financial processes. We encourage our shareholders to vote in support of this ratification.

‍- Advisory Vote on Executive Compensation This proposal gives you, the shareholders, the power to advise on how frequently you should have a say on our executive compensation. The board recommends a “Three Years” frequency, balancing the need for consistent shareholder input with the strategic long-term planning necessary for executive compensation. We encourage our shareholders to vote in support of the “Three Years” frequency.

- Amendment to the 2018 Equity Incentive Plan To attract and retain the best talent, we propose to amend our 2018 Equity Incentive Plan. This amendment will increase the number of shares reserved under the plan by 15,000,000, from 30,000,000 to 45,000,000 shares. This strategic move empowers us to incentivize performance and align the interests of our employees with those of our shareholders. We encourage our shareholders to vote in support of the amendment.

You can view our full proxy vote statement here.

The Importance of Your Vote 

Your vote empowers our proof of work to make Marathon a global institution for digital infrastructure. It is an affirmation of your trust in us to steer Marathon Digital Holdings toward a future filled with opportunity and growth. We urge you to review the detailed proposals and participate in the voting process. Cast your vote at ProxyVote.com, and if you have any questions, reach out to Marathon’s Investor Relations team at ir@mara.com. Your participation is crucial, and your voice is influential. Let us shape the future of Marathon Digital Holdings together.

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