Riot Platforms warns Bitfarms against moves to solidify control

Riot Platforms urges Bitfarms shareholders to back further board changes, warning the company against moves to entrench its current board.

Bitcoin (BTC) miner Riot Platforms urged Bitfarms‘ shareholders to support further changes to the company’s board at the upcoming Oct. 29 special meeting in an effort to fix Bitfarms’ “broken governance to enhance value for all shareholders.”

In a Sept. 3 statement, Riot, which holds a 19.9% stake in Bitfarms and is its largest shareholder, expressed concerns over the governance practices at Bitfarms, citing a need for “fresh perspectives” to enhance shareholder value.

In the letter, Riot criticized Bitfarms for what it described as “defensive” tactics to entrench the existing board, including a recently announced acquisition of Stronghold Digital Mining Inc. Riot questioned the timing and terms of the $175 million deal, suggesting it was engineered to benefit legacy directors “whose focus is maintaining their own positions.”

Riot pushes for deeper governance reforms at Bitfarms

Riot also highlighted recent board changes at Bitfarms, which it said were “reactive and insufficient” to address underlying governance issues. While acknowledging the resignation of two Bitfarms co-founders and the appointment of new leadership, Riot maintained that these steps fell short of what is needed.

“The evidence is clear: Bitfarms needs additional truly independent directors with the experience and expertise to ensure that decisions about the company’s strategy moving forward reflect what is best for all shareholders […]”

Riot Platforms

As part of its campaign, Riot reduced its proposed slate of new directors from three to two, nominating Amy Freedman and John Delaney to replace existing board members. The letter concluded with a warning to Bitfarms not to undertake any actions that would be “punitively dilutive to all Bitfarms’ shareholders,” signaling Riot’s intention to hold directors accountable should they do so.