- Bitfarms’ special shareholders’ meeting on October 29, 2024, will address board reconstitution following Riot Platforms’ requisition.
- Shareholders will vote on removing Nicolas Bonta and Andrés Finkielsztain from Bitfarms’ board.
- Riot Platforms, holding 14.9% of Bitfarms’ stock, has nominated three new board candidates.
Bitfarms has scheduled a special shareholders’ meeting on October 29, 2024, following Riot Platforms’ June 24 requisition for a vote on reconstituting Bitfarms’ board of directors. Shareholders eligible to vote at the meeting are those recorded as of September 26, 2024, as stated by Bitfarms on Friday.
At this meeting, shareholders will vote on the removal of Nicolas Bonta, the current chairman and interim CEO, and Andrés Finkielsztain, a director. This vote comes after a special committee of independent directors, with the help of financial and legal advisors, reviewed the requisition and unanimously decided on the meeting date.
Although Ben Gagnon was appointed CEO on July 8, he is not currently on the board and thus not a target for removal. Additionally, Fanny Philip, who recently replaced co-founder Emiliano Grodzki on the board, is also up for removal.
Riot Platforms, holding 14.9% of Bitfarms’ stock, has nominated three new board candidates: John Delaney, an expert in government and public affairs; Amy Freedman, a corporate governance and capital markets specialist; and Ralph Goehring, a financial and energy expert with significant public company CFO experience.
This follows Riot’s thwarted attempt to acquire Bitfarms in April for $950 million, offering $2.30 per share, which was withdrawn due to a lack of meaningful engagement from the current board.
In response to the requisition, Bitfarms noted that Riot could have addressed these issues during the annual general meeting on May 31. Bitfarms also adopted a “poison pill” strategy in June to prevent a possible takeover, which involves issuing new shares to dilute the stake of any entity accumulating more than 15% of the company’s shares, increasing to 20% after September 10. Riot is seeking to nullify Bitfarms’ shareholder rights plan in a scheduled hearing before the Ontario Securities Commission on July 22 and 23.
Despite the tension, Bitfarms has expressed its commitment to constructive engagement with its shareholders. The company hopes Riot will engage constructively to avoid unnecessary expenditure of Bitfarms’ limited cash resources. Riot Platforms has yet to propose a new corporate strategy for Bitfarms and has requested that the record date be set post-hearing before the Ontario Securities Commission.
As the October 29 meeting approaches, the outcome will impact the future direction of Bitfarms. Shareholders’ decisions on the board’s composition and Riot’s proposed candidates will shape the company’s operational path.
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