Core Scientific, Inc./tx
For the period ended May 12, 2025. Filed Mar 28, 2025.
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May 12, 2025 · Filed Mar 28, 2025
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SCHEDULE 14A
INFORMATION
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 under § 240.14a-12 |
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Core Scientific, Inc.
(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 all boxes that apply):
| ☒ | 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 14a-6(i)(1) and 0-11 |
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Notice of Annual Meeting of Stockholders
and Proxy Statement
CORE SCIENTIFIC 2025 PROXY STATEMENT Letter to Stockholders
LETTER TO STOCKHOLDERS
Dear Core Scientific Stockholders,
As I reflect on 2024, I am filled with immense pride in our transformation. We emerged from Chapter 11 as a Bitcoin mining company and ended 2024 as a leading provider of high-performance computing (HPC) infrastructure and AI-driven data center solutions — while maintaining our strength in digital asset mining. Our success stems from three fundamental advantages: control of 1,300 MW of powered infrastructure in strategic locations, deep operational expertise in managing high-density computing environments, and long-term contracts with industry-leading customers. We believe these strengths uniquely position us in a market experiencing unprecedented demand for reliable, scalable computing infrastructure.
Key Highlights
| 1. | Landmark Customer Partnerships — We secured HPC hosting contracts totaling over 500 MW, representing $8.7 billion in potential revenue over 12 years. These long-term agreements should provide predictable future cash flow and demonstrate customer confidence in our infrastructure capabilities. |
| 2. | Strategic Infrastructure Expansion — We increased our total capacity to 1,300 MW through major expansions at our Denton and Pecos sites. The groundbreaking of our new Oklahoma facility and our Alabama lease agreement with a purchase option will further strengthen our market position in key regions. |
| 3. | Financial Strength — We completed the mandatory conversion of secured debt and raised $1.1 billion in convertible notes, reducing interest rates and enhancing liquidity. We believe our improved capital structure supports growth while maintaining financial discipline. |
Looking Forward
In 2025, we are focusing on three strategic priorities:
| • | Expanding our infrastructure capacity to deploy the first 500 MW of contracted facilities, laying the groundwork for sustained long-term growth. |
| • | Broadening and diversifying our customer base across the HPC spectrum to drive organic growth through new customer acquisition. |
| • | Pursuing strategic acquisitions that complement our existing infrastructure and enhance our competitive position in key markets. |
The convergence of AI, cloud computing, and digital assets is driving record demand for high-performance computing infrastructure. Core Scientific’s unique combination of assets, expertise, and customer relationships positions us to capitalize on this opportunity.
Gratitude
As Chief Executive Officer, I want to express my sincere gratitude to our dedicated team members — the backbone of our success. Their commitment and resilience have been instrumental in propelling Core Scientific forward.
To our stockholders, I, along with the entire leadership team, appreciate your continued confidence and support. We are excited about the future and look forward to driving long-term value together.
Sincerely, Adam Sullivan Chief Executive Officer Core Scientific, Inc.
CORE SCIENTIFIC 2025 PROXY STATEMENT Notice of Annual Meeting
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
| Date and Time: Day, May 12, 2025 10:00 a.m. Eastern Time | Meeting Place: At www.proxydocs.com/CORZ |
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Dear Fellow Stockholder,
It is my pleasure to invite you to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Core Scientific, Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held virtually via live webcast available atwww.proxydocs.com/CORZ, on Monday, May 12, 2025 at 10:00 a.m. Eastern Time. Stockholders attending the Annual Meeting virtually will be afforded the same rights and opportunities to participate as they would at anin-person meeting. We encourage you to attend online and participate. We recommend that you log in 15 minutes before 10:00 a.m., Eastern Time on May 12, 2025 to ensure you are logged in when the Annual Meeting starts.
The Annual Meeting will be held for the following purposes:
| 1. | To elect the Board of Directors’ nominee for director identified in the attached proxy statement to hold office until the 2028 Annual Meeting of Stockholders (if Proposal 4 is not approved), or until the 2026 Annual Meeting of Stockholders (if Proposal 4 is approved). |
| 2. | To approve, on a non-binding, advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. |
| 3. | To indicate, on a non-binding, advisory basis, the preferred frequency of stockholder advisory votes to approve the compensation of our named executive officers. |
| 4. | To approve an amendment of the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to declassify the Board of Directors. |
| 5. | To approve an amendment of the Company’s Certificate of Incorporation to eliminate the supermajority vote requirement for stockholders to amend certain provisions of our Certificate of Incorporation. |
| 6. | To approve an amendment of the Company’s Certificate of Incorporation to eliminate certain consent rights provided to our creditors in connection with the Company’s emergence from bankruptcy and make other non-substantive and conforming changes. |
| 7. | To approve our Amended and Restated 2024 Stock Incentive Plan. |
| 8. | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| 9. | To approve the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposals 4, 5, and 6. |
In addition, we will transact such other business as may properly come before the Annual Meeting or any adjournment, continuation or postponement thereof. The items of business are more fully described in the accompanying proxy statement.
The record date (the “Record Date”) for the Annual Meeting is March 14, 2025. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting.
Todd M. DuChene
Chief Legal and Administrative Officer and Secretary
Dover, Delaware
March 28, 2025
Your vote is important! Please vote. Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 12, 2025. The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K are available at h.t.t.p.s://investors.corescientific.com and w.w.w.proxydocs.com/CORZ It is important that proxies be completed and submitted promptly. Therefore, whether or not you plan to be present atthe Annual Meeting, please submit your vote by proxy via the internet, by telephone or by mail in the enclosed postage-paid envelopein accordance with the accompanying instructions.
| CORE SCIENTIFIC 2025 PROXY STATEMENT Table of Contents | | i |
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