Updated as of June 30, 2025
THE COMPANY AND CERTAIN STOCKHOLDERS HAVING PREVIOUSLY SUBMITTED A NOMINATION NOTICE IN RESPECT OF THE 2025 ANNUAL MEETING HAVE REACHED A SETTLEMENT. PURSUANT TO THE SETTLEMENT, THE 2025 ELECTION WILL NO LONGER BE A CONTESTED ELECTION AND THE BOARD HAS NOMINATED, AND RECOMMENDS IN FAVOR OF THE ELECTION OF, EACH OF ELIZABETH LAPUMA AND MICHAEL ABBATE AS CLASS I DIRECTORS AT THE 2025 ANNUAL MEETING. AS A RESULT OF THE SETTLEMENT, THE VOTING MECHANICS FOR THE 2025 ANNUAL MEETING HAVE CHANGED. PLEASE READ THESE UPDATED FAQS IN THEIR ENTIRETY FOR FURTHER IMPORTANT INFORMATION, INCLUDING WITH RESPECT TO UPDATED VOTING MECHANICS.
The Board of Directors (the “Board”) of Ionic Digital Inc. (the “Company”) sent proxy materials to stockholders of record as of February 7, 2025 (the “Record Date”), 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 adjourned, without conducting any business. The notice for the recovened 2025 Annual Meeting was distributed to and made available to stockholders of record as of the Record Date, on or about June 2, 2025, and the 2025 Annual Meeting is currently scheduled to reconvene on July 2, 2025, at 9 a.m. Eastern Time, in a virtual-only format.
This Q&A is intended to assist you in making an informed vote on the proposal described in the proxy materials, summarize the purpose of the meeting and the information you need to know to vote at the reconvened 2025 Annual Meeting.
The Board made this determination following discussions between the Company and certain stockholders (the “Plaintiff Stockholders”) in litigation that was before the Delaware Court of Chancery (the “Court”) and in light of the timeline set by the Court for that litigation. More specifically, the Company was a defendant in litigation commenced by the Plaintiff Stockholders where the Plaintiff Stockholders alleged: (i) the size of the board of directors should be held by the Court to consist of six directors; (ii) certain nominees for election as director(s) of the Company at the 2025 Annual Meeting should be deemed by the Court as having complied with the Company’s Advance Notice Bylaws; and (iii) the quorum requirements at the 2025 Annual Meeting should not be set according to the Company’s Third Amended and Restated Bylaws (the “Bylaws”) and instead by court order. A trial was held on May 8 and 9, 2025. Pursuant to a court order, which is available at https://courts.delaware.gov/Opinions/Download.aspx?id=379920 (the “Court Order”), the size of the Board was restored to six directors and the window for stockholders to submit nominations for two Class I director seats was reopened for a ten-day period beginning June 4, 2025, and ending June 13, 2025. The Court Order also requires that the 2025 Annual Meeting be held at least fifteen calendar days after, but not more than twenty calendar days after, the close of the nomination window.
The 2025 Annual Meeting will be reconvened on July 2, 2025, at 9 a.m. Eastern Time in a virtual-only format.
The election of two Class I directors to the Board to serve until the Company’s 2028 Annual Meeting of Stockholders.
As provided in the Bylaws, the two Class I directors will be elected on a plurality basis. This means that the two candidates 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 not be considered to have been voted for the director nominee.
We believe a virtual-only meeting format facilitates stockholder attendance and fairness by enabling all stockholders to attend equally, and without cost, using an internet-connected device from any location around the world. 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 and/or their assigned proxies will have the ability to vote 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. 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 the ability to vote 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 2025 Annual Meeting up to 15 minutes prior to the 2025 Annual Meeting. The 2025 Annual Meeting will begin promptly at 9:00 a.m. Eastern Time.
Should you encounter any difficulties accessing the virtual-only 2025 Annual Meeting platform, including any difficulties voting, please contact the administrator.
The Company has nominated two persons for election as Class I directors of the Company at the 2025 Annual Meeting: (i) Elizabeth LaPuma, who has served as Chair of the Company’s Board since its incorporation, and (ii) Michael Abbate, who was recently appointed to the Board as a Class I director in connection with a cooperation agreement (the “Cooperation Agreement”) entered into among the Company and Figure Markets Holdings, Inc. (“Figure Markets”), GXD Labs LLC and the Plaintiff Stockholders.
Elizabeth A. LaPuma has served as a director of the Company since its incorporation and is the current Chair of the Board. Ms. LaPuma has advised on landmark transactions across industries and around the globe for over 20 years and in matters over hundreds of billions of dollars. Ms. LaPuma currently has served as a fiduciary for numerous public and private companies, where she works with sponsors, stakeholders, and management teams to maximize value. Ms. LaPuma most recently ran UBS's Balance Sheet Advisory Group. Previously, Ms. LaPuma ran Alvarez and Marsal Asset Management Services group, where she managed a $2.5 billion portfolio of debt and equity investments and another approximately $3.0bn of international assets. Earlier in her career, Ms. LaPuma held key roles with BlackRock's Financial Advisory Group and Lazard. Ms. LaPuma earned a Bachelor of Science in finance and a Master of Business Administration from the Wharton School, and a Bachelor of Arts from the School of Arts and Sciences, University of Pennsylvania, graduating summa cum laude and as a Palmer Scholar.
Michael Abbate currently serves as an Advisor to Figure Markets, a decentralized custody and exchange for financial assets, since February 2025. Previously, Mr. Abbate served as Chief Investment Officer of Figure Markets, from January 2024 to January 2025. Prior to Figure Markets, Mr. Abbate served as Managing Partner of NovaWulf Digital Management, LP, an investment manager focused on digital assets, from August 2021 to January 2024 and as a private investor from January 2021 to August 2021. Earlier in his career, Mr. Abbate worked for over 16 years at King Street Capital Management, L.P., a leading global alternative asset manager, most recently as a Member, from March 2004 to December 2020. Mr. Abbate started his career as an investment banker in global technology at Morgan Stanley and received a Bachelor of Computer Science and Engineering from Dartmouth College.
The Board recommends that you vote your shares “FOR” for both Class I director nominees, Elizabeth LaPuma and Michael Abbate, by virtually attending the 2025 Annual Meeting and voting live, irrespective of whether you previously submitted a proxy card. Voting live at the 2025 Annual Meeting is the only way to cast a vote with respect to the election of both Ms. LaPuma and Mr. Abbate as Class I directors at the 2025 Annual Meeting.
No. While the Plaintiff Stockholders previously nominated Michael Abbate and Oliver Wiener as Class I director candidates for election at the 2025 Annual Meeting, pursuant to the Cooperation Agreement (i) the nomination notice previously submitted by the Plaintiff Stockholders has been withdrawn, (ii) Michael Abbate has been appointed alongside Elizabeth LaPuma as a Class I director and both Mr. Abbate and Ms. LaPuma are recommended by the Board for re-election as Class I directors at the 2025 Annual Meeting and (iii) Oliver Wiener was appointed to the Board as a Class II director.
Mr. Wiener is not standing as a Class I director nominee for election at the 2025 Annual Meeting and no votes cast in respect of Mr. Wiener in respect of the 2025 Annual Meeting will be counted.
You may vote all shares that you own as of the close of business on the Record Date.
Shares held directly in your name as stockholder of record as of the Record Date may be voted live the 2025 Annual Meeting. In order to vote live at the 2025 Annual Meeting, you must login virtually to the 2025 Annual Meeting on the meeting date, download the PDF ballot that will be available on the 2025 Annual Meeting website after you login, complete and sign such ballot in accordance with the instructions set forth on the ballot, and validly submit such ballot, in PDF form, via email, to the inspector of election whose contact details will be included on such ballot, all prior to the closing of the polls at the 2025 Annual Meeting. Any ballots that the inspector of election does not actually receive in his email inbox prior the closing of the polls at the 2025 Annual Meeting will not be counted.
As we cannot predict in advance the precise timing of the closing of the polls at the 2025 Annual Meeting, we strongly advise you to login and download, complete, sign and submit your ballot as promptly as possible, and not wait to the last minute. The 2025 Annual Meeting ballot, which will provide the option for you to either vote for or withhold your vote from each of Ms. LaPuma and Mr. Abbate, will be made available after login on the 2025 Annual Meeting website approximately 15 minutes prior to the start of the 2025 Annual Meeting (i.e., at approximately 8:45 a.m. Eastern Time).
Also as a result of the Cooperation Agreement: (i) no proxies submitted pursuant to GOLD proxy cards will be voted at the 2025 Annual Meeting, (ii) no proxies submitted pursuant to WHITE proxy cards on or after June 30, 2025 will be voted at the 2025 Annual Meeting and (iii) proxies validly submitted pursuant to WHITE proxy cards on or before June 29, 2025 (i.e., which were postmarked on or prior to June 29, 2025 or were voted telephonically or electronically on or prior to June 29, 2025) will continue to be voted in accordance with the instructions thereon (i.e., FOR or WITHHOLD with respect to Ms. LaPuma, with no votes cast with respect to Mr. Abbate), unless validly revoked or superseded.
If you (i) did not vote prior to June 30, 2025 and wish to vote, (ii) voted pursuant to a WHITE proxy card on or prior to June 29, 2025 and wish to change your vote or (iii) previously voted pursuant to a GOLD proxy card and wish to vote, you may only do so by virtually attending the 2025 Annual Meeting on July 2, 2025 and voting live at the 2025 Annual Meeting as stated above. Stockholders voting live at the 2025 Annual Meeting will be able to cast votes “FOR” or “WITHHOLD” with respect to each of Ms. LaPuma and Mr. Abbate. The Company recommends that all stockholders attend the meeting virtually and vote “FOR” each of Ms. LaPuma and Mr. Abbate, irrespective of whether they previously submitted a proxy card, as voting live at the 2025 Annual Meeting is the only way to cast a vote in favor of the election of each of Ms. LaPuma and Mr. Abbate.
Voting live at the 2025 Annual Meeting will void any prior submitted proxy.
If you (i) did not vote prior to June 30, 2025 and wish to vote, (ii) voted pursuant to a WHITE proxy card on or prior to June 29, 2025 and wish to change your vote or (iii) previously voted pursuant to a GOLD proxy card and wish to vote, you may only do so by virtually attending the 2025 Annual Meeting on July 2, 2025 and voting live at the 2025 Annual Meeting as stated above. By voting live at the 2025 Annual Meeting, you will be able to cast a vote “FOR” or “WITHHOLD” with respect to each of Ms. LaPuma and Mr. Abbate.
If you validly submitted a WHITE proxy card prior to June 30, 2025 and do not wish to change your vote, your proxy card will be voted in accordance with your instructions at the 2025 Annual Meeting. Note, however, that since the WHITE proxy card only provides for voting instructions with respect to Ms. LaPuma, your shares would not be voted with respect to Mr. Abbate. If you would like to cast a vote in respect of Mr. Abbate’s candidacy for election as a Class I director of the Company at the 2025 Annual Meeting, you must attend the meeting virtually and download, complete, sign and timely submit a PDF meeting ballot.
Pursuant to the Cooperation Agreement (i) the nomination notice previously submitted by the Plaintiff Stockholders has been withdrawn, (ii) Michael Abbate has been appointed alongside Elizabeth LaPuma as a Class I director and both Mr. Abbate and Ms. LaPuma are recommended by the Board for re-election as Class I directors at the 2025 Annual Meeting and (iii) Oliver Wiener was appointed to the Board as a Class II director. The Company has been advised that given the withdrawal of the nomination notice, GOLD proxy cards will not be voted in connection with the 2025 Annual Meeting. Due to the timing of the Cooperation Agreement, voting by ballot live at the 2025 Annual Meeting as described herein under “How can I vote my shares live at the 2025 Annual Meeting?” above, will be the only means to vote on the election of Mr. Abbate to the Board.
As Mr. Wiener has been appointed to the Board as a Class II director and is not longer a candidate for election to the Board as a Class I directors, it is no longer possible to cast votes in respect of Mr. Wiener at the 2025 Annual Meeting, and any votes attempted to be cast in respect of Mr. Wiener at the 2025 Annual Meeting will be disregarded.
WHITE proxy cards validly submitted prior to June 29, 2025 in respect of Ms. LaPuma will be voted at the 2025 Annual Meeting in accordance with your instructions if you take no further action.
If you validly submitted a WHITE proxy card on or prior to June 29, 2025 (i.e., your proxy card was physically mailed with a postmark on or prior to June 29, 2025 or your proxy was give telephonically or electronically on or prior to June 29, 2025) and take no further action, your shares will still be voted in accordance with such instructions. For the avoidance of doubt, since the WHITE proxy card only permits votes to be cast in respect of Ms. LaPuma’s candidacy and not in respect of Mr. Abbate’s candidacy, such WHITE proxy card will not be cast in respect of Mr. Abbate. However, as the Board recommends in favor of the election of both Mr. Abbate and Ms. LaPuma, the Board recommends that you vote live at the 2025 Annual Meeting for both candidates even if you previously submitted a WHITE proxy card.
If you previously validly submitted a WHITE proxy card without giving specific voting instructions, then the proxy holders will vote your shares “FOR” the election of Ms. LaPuma as a Class I director to serve on the Board.
As of the date hereof, 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.
Note however that due to the timing of the Cooperation Agreement, the WHITE proxy card will not provide for the ability to vote on the election of Michael Abbate and the Company proxy holders will not vote such shares with respect to the election of Mr. Abbate to the Board based on your WHITE proxy card.
As the Board recommends in favor of the election of both Mr. Abbate and Ms. LaPuma, the Board recommends that you vote live at the 2025 Annual Meeting for both candidates, even if you previously submitted a WHITE proxy card.
Abstentions and non-votes by brokers will not be treated as a vote cast.
You may change your vote by either: (i) (solely if you are a stockholder of record who validly submitted a WHITE proxy card on or prior to June 29, 2025, and you no longer wish to have a vote cast in respect of the 2025 Annual Meeting) notifying the Company’s Corporate Secretary in writing that you want to revoke your earlier proxy; or (ii) (in any other circumstance) attending the 2025 Annual Meeting virtually and voting via PDF ballot as described above under “How can I vote my shares live at the 2025 Annual Meeting?”. Voting live at the 2025 Annual Meeting will void any prior submitted proxy.
It means that your shares are registered differently or are in more than one account. If you previously validly submitted a WHITE proxy card in respect of the 2025 Annual Meeting, and do not wish to change your vote, the last submitted WHITE proxy card will be voted at the 2025 Annual Meeting in accordance with your instructions (i.e., “FOR” or “WITHHOLD” with respect to Ms. LaPuma, with no votes cast in respect of Mr. Abbate) if you take no further action. As further described under “How can I vote my shares live at the 2025 Annual Meeting?” above, if you (i) did not vote prior to June 30, 2025 and wish to vote, (ii) voted pursuant to a WHITE proxy card on or prior to June 29, 2025 and wish to change your vote or (iii) previously voted pursuant to a GOLD proxy card and wish to vote, you, you may only do so by virtually attending the 2025 Annual Meeting and voting live at the 2025 Annual Meeting.
Voting live at the 2025 Annual Meeting will void any prior submitted proxy.
Other than the proposal described herein, we do not expect any matters to be presented for a vote at the 2025 Annual Meeting. If you validly granted a proxy on the WHITE proxy card on or prior to June 29, 2025, 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. Note however that the Company proxy holders will not vote such shares in respect of the election of Mr. Abbate to the Board.
Pursuant to a Court Order of the Delaware Court of Chancery, the 2025 Annual Meeting will be conducted without regard to the quorum requirements in the Company’s Bylaws.
A duly appointed Inspector of Election will tabulate the votes.
Results will be published on the Company’s website.
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 Innisfree M&A Incorporated, the Company’s proxy solicitor, toll free at 888-750-5884 or +1 412-232-3651 (from outside the U.S. and Canada).