Sector: Information Technology
CORE SCIENTIFIC INC · Meeting: May 12, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Booth has served since January 2024 and brings relevant entrepreneurial, technology, and bitcoin expertise; CORZ's 3-year total return of +334.9% outperforms the peer group median by +315.8 percentage points, far exceeding the 50-point underperformance threshold needed to trigger a vote against, and no other disqualifying flags apply.
Crain joined the board in May 2025, less than 24 months ago, and is therefore exempt from the stock performance trigger under policy; she brings strong financial and operational leadership credentials from Moelis and UBS, and serves as audit committee chair and financial expert.
Rozov has served since January 2024 and brings deep financial services and restructuring expertise; the company's strong outperformance versus peers means the TSR underperformance trigger does not apply, and no other disqualifying flags are present.
Sullivan, the CEO and a director since January 2024, is subject to the same TSR trigger as other directors; with CORZ's 3-year return of +334.9% outperforming the peer group median by +315.8 percentage points — well above the 50-point threshold — the trigger does not apply, and no other disqualifying flags are present.
Weiss has served since January 2024 and brings relevant blockchain and digital asset investing experience; the TSR outperformance versus peers is substantial, the underperformance trigger does not fire, and no other disqualifying flags apply.
All five director nominees receive a FOR vote. CORZ's 3-year total return of +334.9% outperforms the disclosed compensation peer group median by approximately +316 percentage points, far exceeding the 65-point threshold that would be needed to trigger a vote against any long-tenured director. Elizabeth Crain, appointed May 2025, is exempt from the TSR trigger as she joined within the past 24 months. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee.
CEO
Adam Sullivan
Total Comp
$22,923,204
Prior Support
38.3%%
The prior year say-on-pay vote received only 38.3% support, which would normally trigger a No vote under policy if no visible changes were made; however, the company meaningfully restructured its program in direct response — shifting the long-term incentive mix from 25% performance-based stock awards to 67% performance-based stock awards, adding objective metrics tied to TSR and operational milestones, and simplifying the annual bonus plan with pre-set quantitative targets. The CEO's total compensation of approximately $22.9 million is high for the sector and market cap band, but the pay mix is strongly performance-oriented (fixed salary represents only about 4% of total pay), the performance metrics have clear, objective thresholds, and the company's stock outperformed its peer group by over 300 percentage points over three years, supporting the conclusion that incentive pay was earned. Given the substantive reforms made in direct and documented response to shareholder feedback, a For vote is appropriate despite the prior-year concern.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,650,000
Non-Audit Fees
$0
KPMG was only engaged in 2025 (replacing Marcum, which was dismissed in March 2025), so tenure is very short and well below the 25-year concern threshold; non-audit fees are zero, giving a non-audit ratio of 0%, far below the 50% threshold; KPMG is a Big 4 firm fully appropriate for a $4.7 billion market-cap company; no material restatement attributable to KPMG audit failure was identified.
The 2026 Core Scientific annual meeting presents three standard proposals: election of five directors, ratification of KPMG as auditor, and a say-on-pay advisory vote. All three receive a FOR vote — the director slate is supported by exceptional stock outperformance versus peers, KPMG's fee structure is clean with zero non-audit fees, and the compensation program, while carrying a prior-year low-support flag, was substantially reformed in documented response to shareholder feedback with a meaningful shift toward performance-based pay.
19 companies disclosed in 2026 proxy filing
