Mawson Infrastructure Group Inc

DEF 14A 1 ea0204810-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(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):

Dear Stockholders of Mawson Infrastructure Group Inc.,

You are cordially invited to attend the Annual Meeting of the Stockholders (the “2024 Annual Meeting”) of Mawson Infrastructure Group Inc. (the “Company”).

The 2024 Annual Meeting will be held on:

• June 12, 2024, 4:00pm Eastern Time

You can attend the 2024 Annual Meeting via the virtual meeting portal at:

The Board of Directors of the Company (the “Board”) has decided to hold the 2024 Annual Meeting entirely online via the virtual meeting portal which will be conducted via live webcast. This is important because it enables the Company’s stockholders to participate in the 2024 Annual Meeting from any location, and it also reduces the carbon footprint of the Company’s activities.

Further instructions on how to attend and participate in the virtual meeting are included in these materials.

YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to participate in the 2024 Annual Meeting, the prompt execution and return of your proxy card or vote over the telephone or Internet as instructed in these materials as promptly as possible will ensure that your shares are represented at the meeting and minimize the cost of proxy solicitation. Thank you for your continued support.

You will be asked to vote upon the following proposals at the 2024 Annual Meeting:

1. Approve and ratify the appointment of Wolf & Company PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

2. Approve the election of four (4) nominees as directors of the Company, each of whom are currently serving on the Board, to serve until the 2025 annual meeting of stockholders —

(i) Ryan Costello (Board Chair and Director);

(ii) Rahul Mewawalla (CEO, President, and Director);

(iii) Greg Martin (Director);

(iv) Michael Hughes (Director)

3. Adopt the 2024 Omnibus Equity Incentive Plan approved by the Board of Directors on April 9, 2024.

Any other business will be transacted as may properly come before the 2024 Annual Meeting or any adjournments thereof.

The Board of Directors unanimously recommends that you vote “FOR” each of the above 3 proposals.

The Board of Directors recommends you vote (1) FOR the appointment of Wolf & Company PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (2) FOR the four (4) director nominees and (3) FOR the adoption of the 2024 Omnibus Equity Plan.

The Board of Directors has fixed April 29, 2024, as the record date for determining those stockholders entitled to receive notice of, and to vote at, the 2024 Annual Meeting, or any postponement thereof. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the 2024 Annual Meeting.

Please review the attached Notice of Meeting and Proxy Statement for more detail and explanation of the proposals to be considered at the 2024 Annual Meeting.

Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card by Internet voting as described on your proxy card.

We thank you and appreciate your support.

NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS

YOUR VOTE IS VERY IMPORTANT.

Whether or not you plan to participate in the 2024 Annual Meeting, the prompt execution and return of your proxy card or vote over the telephone or Internet as instructed in these materials as promptly as possible will ensure that your shares are represented at the meeting and minimize the cost of proxy solicitation. Thank you for your continued support.

The Board of Directors recommends you vote (1) FOR the appointment of Wolf & Company PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (2) FOR the director nominees and (3) FOR the adoption of the 2024 Omnibus Equity Plan.

By Order of the Board of Directors,