IREN Ltd
For the period ended Nov 19, 2025. Filed Oct 6, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 19, 2025 · Filed Oct 6, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| ☒ | Filed by the Registrant |
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| ☐ | Filed by a Party other than the Registrant |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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IREN Limited
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
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Notice of Annual General
Meeting & Proxy Statement
Dear Shareholder:
On behalf of the Board of Directors (the “Board”), it is my pleasure to invite you to the 2025 Annual General Meeting (“AGM”) of IREN Limited (“IREN”, “we”, “our”), which will be held virtually at 3:30pm on November 19, 2025 (ET) at www.virtualshareholdermeeting.com/IREN2025
Further Information
Please find enclosed:
| a) | the notice of meeting for this year’s AGM (the “Notice of Meeting”), being the two pages immediately following this letter; |
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| b) | the proxy statement that contains important details concerning IREN, the AGM and the matters being considered at the AGM (the “Proxy Statement”); and |
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| c) | a proxy card or a voting instruction form. |
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This information can also be accessed online at www.proxyvote.com.
Items of Business
The items of business to be dealt with at the AGM are set out in the Notice of Meeting and further information can be found in the Proxy Statement, each accompanying this letter.
Please read these documents carefully to understand the resolutions which IREN’s shareholders are being asked to approve at the AGM.
How to Attend and Vote
We encourage IREN’s shareholders to participate in the AGM online, by visiting the Virtual Shareholder Meeting platform via the web link below, on a smartphone, tablet or computer.
www.virtualshareholdermeeting.com/IREN2025
Information on how to log on, ask questions and vote online is set out in the attached Notice of Meeting.
As detailed in the Notice of Meeting and the Proxy Statement, in order to vote, you must either attend the AGM via the online web link or by lodging your proxy or direct vote prior to the AGM. If you vote by proxy, you must submit your proxy card no later than November 18, 2025 11:59pm (ET). Instructions on how to lodge your proxy online are in the enclosed Notice of Meeting, the proxy card or voting instruction form and at www.proxyvote.com.
Board Recommendations
The Board unanimously recommends that you vote IN FAVOUR of the resolutions being proposed at the AGM on which you are entitled to vote and that you vote for EVERY YEAR in relation to the advisory vote on the frequency of future advisory votes on executive compensation.
The Board and management team look forward to welcoming you to the AGM. Please contact me if you have any questions at AGM@iren.com. Thank you for your continued support.
David Bartholomew
Independent Non-Executive Chair of the Board of Directors
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IREN Limited (ACN 629 842 799)
Level 6, 55 Market Street
Sydney, NSW Australia 2000
Notice of 2025 Annual General Meeting
(“Notice of Meeting”)
The Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) is being mailed, and the attached proxy statement (the “Proxy Statement”) is being made available, to our shareholders beginning on or about October 6, 2025. The annual general meeting (the “AGM”) of IREN Limited (“IREN”, “we”, “our”) will be held at:
| Date & Time | November 19, 2025, commencing at 3:30pm (ET) |
| Meeting Link | www.virtualshareholdermeeting.com/IREN2025 |
| Purpose | To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report (each as defined in the Proxy Statement) for the year ended June 30, 2025. To receive and vote upon the following proposals: 1. Approve an amendment to IREN’s constitution to align the quorum requirement to conduct shareholder meetings with Nasdaq rules 2. Approve an amendment to IREN’s constitution to provide for director elections at each annual general meeting 3. Approve an amendment to IREN’s constitution to add a forum selection provision 4. Approve an amendment to IREN’s constitution to update the advance notice provisions for universal proxies 5. Approve amendments to IREN’s constitution to implement miscellaneous changes 6. Approve IREN’s 2025 Omnibus Incentive Plan (as defined in the Proxy Statement) 7. Approve the repurchase by IREN of its ordinary shares pursuant to the Prepaid Forward Transactions (as defined in the Proxy Statement) 8. Approve the repurchase by IREN of its ordinary shares pursuant to the Capped Call Transactions (as defined in the Proxy Statement) 9. Approve an advisory vote on executive compensation (the “say-on-pay” vote) 10. Approve an advisory vote on the frequency of future advisory votes on executive compensation |
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| Record Date | The board of directors of IREN has determined that the persons entitled to receive notice of the AGM are those who are registered shareholders of IREN at 5:00pm (ET) on September 29, 2025. In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) (Australia) those who are registered shareholders on the transfer books of IREN at 9:00am (AEDT) on November 18, 2025, being 5:00pm (ET) on November 17, 2025, are also eligible to vote. Accordingly, transfers by such registered shareholders that are registered after that time will be disregarded in determining entitlements to attend and vote at the AGM. |
| Meeting Admission | If you wish to attend the AGM, which is exclusively being held virtually, please enter the 16-digit control number located on the Notice of Internet Availability mailed to you beginning on October 6, 2025, on your proxy card or voting instruction form at www.virtualshareholdermeeting.com/IREN2025. |
| Voting by Proxy | Please submit a proxy card if you are a registered holder of shares held directly at our transfer agent or, for shares held in “street name” through a broker, bank or other nominee, a voting instruction form, as soon as possible, so your shares can be voted at the AGM. You may submit your proxy card by mail. If you are a registered holder of shares held directly at our transfer agent, you may also vote electronically by telephone or over the internet by following the instructions included with your proxy card. If your shares are held in “street name,” you will receive instructions for the voting of your shares from your broker, bank or other nominee, which may permit telephone or internet voting. Follow the instructions on the voting instruction form that you receive from your broker, bank or other nominee to ensure that your shares are properly voted at the AGM. |
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PROXY STATEMENT
Important Notice Regarding Proxy Materials for the Annual General Meeting to be held at
3:30pm on November 19, 2025 (ET)
virtually atwww.virtualshareholdermeeting.com/IREN2025
The Proxy Statement and Annual Report to Shareholders are available at:
www.proxyvote.com
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