Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 4, 2026, Applied Digital Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting were: (1) the election of directors, (2) the ratification of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2027, (3) the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers as described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on September 25, 2026 (the “Proxy Statement”) and (4) the approval of the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals. The final voting results were as follows:
1. The election of each of Wes Cummins, Ella Benson, Chuck Hastings, Rachel Lee, Douglas Miller and Richard Nottenburg as directors to hold office until the Company’s 2027 Annual Meeting of Stockholders, in each case, until his or her successor is duly elected and qualified or he or she is otherwise unable to complete his or her term. The votes were cast for this matter as follows:
Nominees Votes For Votes Against Abstentions Broker Non-Votes
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Wes Cummins 119,380,108 4,447,212 2,902,476 84,653,165
Ella Benson 120,442,237 3,286,807 3,000,752 84,653,165
Chuck Hastings 122,783,861 942,706 3,003,229 84,653,165
Rachel Lee 122,934,296 824,503 2,970,997 84,653,165
Douglas Miller 120,772,208 3,006,014 2,951,574 84,653,165
Richard Nottenburg 115,465,359 8,345,343 2,919,094 84,653,165
2. The votes were cast as follows with respect to the proposal to ratify the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2027:
Votes For Votes Against Abstentions
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206,752,173 976,201 3,654,587
3. The votes were cast as follows with respect to the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement:
Votes For Votes Against Abstentions Broker Non-Votes
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83,936,209 39,518,972 3,274,615 84,653,165
4. The votes were cast as follows with respect to the proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any one or more of the foregoing proposals:
Votes For Votes Against Abstentions
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179,386,968 28,068,975 3,927,018