BITMINE IMMERSION TECHNOLOGIES, INC.
For the period ended Dec 9, 2025. Filed Dec 9, 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.
Dec 9, 2025 · Filed Dec 9, 2025
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(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 |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Letter from our Chairman
Dear Fellow Stockholder:
On behalf of the Board of Directors and our entire company, I invite you to attend Bitmine Immersion Technologies, Inc.’s (“Bitmine”) Annual Meeting of Stockholders on Thursday, January 15, 2026, at 12:00 p.m., Pacific Time, at the Wynn Las Vegas, 3131 Las Vegas Blvd S, Las Vegas, Nevada 89109 (the “Annual Meeting”).
This has been a historic year in our transformation into a Ethereum (“ETH”) and Bitcoin (“BTC”) Treasury Company. As of December 7, 2025 at 4:00 p.m. Eastern Time, Bitmine’s crypto holdings are comprised of 3,864,951 ETH at $3,139 per ETH (Coinbase), 193 Bitcoin (BTC), $36 million stake in Eightco Holdings (NASDAQ: ORBS) and total cash of $1.0 billion. Bitmine has become one of the most widely traded stocks in the United States, and we’re leading our crypto treasury peers in both the velocity of increasing our crypto net asset value per share and by the high trading liquidity of our stock.
We are well positioned for another record creating year in 2026, and we are committed to our ETH and BTC strategy. The bold leadership and agile execution of our Board of Directors, and by our executive team are central to our strategy. We have a strong foundation for continued success, and we thank our stockholders for their continued support throughout this journey.
The accompanying proxy statement contains information about the proposals that will be presented to you at the Annual Meeting and on which you are asked to vote. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. I encourage you to read the materials carefully and vote promptly. We thank you for your ongoing confidence in Bitmine, and we look forward to your participation at the Annual Meeting.
Very truly yours,
Thomas J. Lee, CFA
Thomas J. Lee
Chairman of the Board
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date: | Thursday, January 15, 2026 |
|---|---|
| Time: | 12:00 p.m., Pacific Time |
| Place: | Wynn Las Vegas, 3131 Las Vegas Blvd S, Las Vegas, Nevada 89109 |
| Record Date: | December 8, 2025. Only stockholders of record at the close of business on the Record Date are entitled to receive notice of, and to attend and vote at, the Annual Meeting. A list of registered stockholders as of the close of business on the Record Date will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of at least ten days prior to the Annual Meeting. The stockholder list will also be available to stockholders of record for examination during the Annual Meeting. To inspect the stockholder list before the Annual Meeting, stockholders can email our Investor Relations department at ir@bitminetech.io. You will need the control number included on your proxy card or the instructions that accompanied your proxy materials. |
| Proxy Voting: | Your vote is important. Please vote your shares as soon as possible over the telephone, on the Internet, or by mail by completing, signing, dating, and returning your proxy card or voting instruction form. Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting, as your proxy is revocable at your option. We are requesting your vote as to the matters of business set forth below. |
| Matters of Business: | 1. | elect eight (8) directors for the next year; |
|---|---|---|
| 2. | to approve the charter amendment to increase the number of authorized shares of common stock; | |
| 3. | to approve the 2025 Omnibus Incentive Plan; and | |
| 4. | to approve, on a non-binding advisory basis, the special, performance-based compensation arrangement for the executive chairman. |
By Order of the Board of Directors,
Chi Tsang
Chi Tsang
Chief Executive Officer
Las Vegas, Nevada
| INFORMATION REGARDING THE ANNUAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| Stockholders Entitled to Vote | 1 |
| Votes Required | 1 |
| Attending the Annual Meeting | 2 |
| How to Submit Questions | 2 |
| How to Vote | 2 |
| List of Registered Stockholders | 3 |
| The Effect of Not Casting Your Vote, Broker Non-Votes, and Abstentions | 4 |
| Changing Your Vote and Revoking Your Proxy | 4 |
| Costs of Solicitation | 4 |
| Householding of Proxy Materials | 5 |
| Stockholder Proposals | 5 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 6 |
| EXECUTIVE OFFICERS OF THE COMPANY | 7 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 8 |
| CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS AND ITS COMMITTEES | 13 |
| Committees of the Board of Directors | 13 |
| Board Leadership Structure | 16 |
| Oversight of Risk | 17 |
| Director Qualifications | 19 |
| Directors’ Attendance at Meetings of the Board and Annual Meeting of Stockholders | 19 |
| Communicating with the Board of Directors | 20 |
| Delinquent Section 16(a) Reports | 20 |
| Code of Ethics | 21 |
| Related Party Transactions | 21 |
| EXECUTIVE AND DIRECTOR COMPENSATION | 22 |
|---|---|
| Introduction | 22 |
| Summary Compensation Table | 22 |
| Equity Incentive Plans | 24 |
| Employment Agreements | 25 |
| Severance and Change of Control Benefits | 26 |
| Director Compensation | 26 |
| AUDIT COMMITTEE REPORT | 27 |
| PROPOSAL 2 – THE CHARTER AMENDMENT PROPOSAL | 28 |
| PROPOSAL 3 – APPROVAL OF THE BITMINE IMMERSION TECHNOLOGIES, INC. 2025 OMNIBUS INCENTIVE PLAN | 30 |
| PROPOSAL 4 – APPROVAL OF SPECIAL, PERFORMANCE-BASED COMPENSATION ARRANGEMENT FOR EXECUTIVE CHAIRMAN THOMAS J. LEE | 36 |
| GENERAL INFORMATION | 38 |
| Stockholder Proposals and Nominations | 38 |
| Other Matters | 38 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.