8-K: Current report filing
Published on May 12, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2.02 | Results of Operations and Financial Condition. |
On May 12, 2022, Core Scientific, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2022. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
On May 12, 2022, the Company also released a corporate presentation reporting such results. A copy of the presentation is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of stockholders (the “Annual Meeting”) on May 11, 2022. The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2022.
Proposal No. 1: Election of six nominees to serve as directors until the 2023 annual meeting of stockholders and until their respective successors are elected and qualified. All nominees were elected. The votes were cast as follows:
| Name |
Votes For | Votes Withheld |
Broker Non-Votes |
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| Michael Levitt |
133,296,383 | 321,963 | 86,104,769 | |||||||||
| Darin Feinstein |
132,569,553 | 1,048,793 | 86,104,769 | |||||||||
| Jarvis Hollingsworth |
133,297,002 | 321,344 | 86,104,769 | |||||||||
| Matt Minnis |
133,311,166 | 307,180 | 86,104,769 | |||||||||
| Stacie Olivares |
133,330,606 | 287,740 | 86,104,769 | |||||||||
| Kneeland Youngblood |
133,083,408 | 534,938 | 86,104,769 | |||||||||
Proposal No. 2: Ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes were cast as follows:
| Votes For | Votes Against |
Abstained | ||||||||||
| Ratification of appointment of Ernst & Young LLP |
216,297,134 | 78,796 | 3,347,185 | |||||||||
| Item 7.01 | Regulation FD Disclosure. |
The information contained in Item 2.02 is incorporated herein by reference.
The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description |
|
| 99.1 | Press Release dated May 12, 2022. | |
| 99.2 | Company Presentation dated May 12, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| Core Scientific, Inc. | ||||||
| Dated: May 12, 2022 | ||||||
| By: | /s/ Todd M. DuChene |
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| Name: | Todd M. DuChene | |||||
| Title: | Executive Vice President, General Counsel, Chief Compliance Officer and Secretary | |||||