Business Context and Reporting Period
This Form 8-K Current Report was filed by Core Scientific, Inc. on May 13, 2025, with the report dated May 16, 2025. The filing addresses significant changes to the Company's Board of Directors, specifically the resignation of a director and the appointment of a new director and Audit Committee Chair.
Financial Metrics
This filing does not contain financial performance data. There are no reported figures for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
- Resignation: Todd Becker resigned as a member of the Board of Directors and applicable committees, effective immediately on May 13, 2025. The resignation was not due to any disagreement with the Board, Company, or management regarding operations, policies, or practices.
- Appointment: On May 14, 2025, the Board appointed Elizabeth Crain as a member of the Board and Chair of the Audit Committee, effective immediately.
- Qualifications: Ms. Crain is a Partner at Consello Group (since November 2024) and formerly served as Founding Partner and COO of Moelis & Company (2007–2023). She has previously held senior roles at UBS Investment Bank and Merrill Lynch. The Board determined she is "independent" under Sarbanes-Oxley and Nasdaq listing standards.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. No specific risks or contingencies related to financial operations are disclosed in this report. The document notes that press releases regarding these board changes are attached as exhibits but are not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
Key Facts for Investor Verification
- Verify the effective dates of Todd Becker's resignation (May 13, 2025) and Elizabeth Crain's appointment (May 14, 2025).
- Confirm Elizabeth Crain's independence status and her new role as Chair of the Audit Committee.
- Note that this filing is strictly a governance update and does not reflect changes in the Company's financial condition or operational strategy.
- Review the attached press releases (Exhibits 99.1 and 99.2) for additional context on the board changes, noting they are furnished but not filed.