Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2022
Nikola Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-38495
(Commission File Number)
82-4151153
(I.R.S. Employer
Identification No.)
4141 E Broadway Road
Phoenix, AZ85040
(Address of principal executive offices) (Zip Code)
(480) 666-1038
(Registrant’s telephone number,
including area code)
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common stock, $0.0001 par value per share
NKLA
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on August 2, 2022. The matters voted upon at the meeting and the results of those votes are set forth below.
1.The following directors were elected to serve until the 2023 annual meeting of stockholders or until their successors are duly elected and qualified:
For
Withheld
Broker Non-Votes
Mark A. Russell
266,711,236
12,278,338
40,547,333
Stephen J. Girsky
263,162,134
15,827,440
40,547,333
Lynn Forester de Rothschild
266,479,801
12,509,773
40,547,333
Michael L. Mansuetti
264,593,084
14,396,490
40,547,333
Gerrit A. Marx
266,168,481
12,821,093
40,547,333
Mary L. Petrovich
257,808,892
21,180,682
40,547,333
Steven M. Shindler
266,486,144
12,503,430
40,547,333
Bruce L. Smith
239,929,853
39,059,721
40,547,333
DeWitt C. Thompson, V
266,258,791
12,730,783
40,547,333
2. The proposal to approve an amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 600,000,000 to 800,000,000 was approved.
For
Against
Abstain
211,725,880
103,985,711
3,825,316
3.The proposal to approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers, was approved.
For
Against
Abstain
Broker Non-Votes
162,765,364
109,831,536
6,392,674
40,547,333
4.The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was ratified.
For
Against
Abstain
310,943,699
3,170,144
5,423,064
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.