Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 2021
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 June 30, 2021. 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 2022 annual meeting of stockholders or until their successors are duly elected and qualified:
For
Withheld
Broker Non-Votes
Mark A. Russell
227,014,825
743,763
60,407,357
Stephen J. Girsky
222,001,113
5,757,475
60,407,357
Sooyean (Sophia) Jin
226,992,142
766,446
60,407,357
Michael L. Mansuetti
226,981,722
776,866
60,407,357
Gerrit A. Marx
226,562,431
1,196,157
60,407,357
Mary L. Petrovich
226,991,058
767,530
60,407,357
Steven M. Shindler
226,971,838
786,750
60,407,357
Bruce L. Smith
226,945,750
812,838
60,407,357
DeWitt C. Thompson, V
226,579,067
1,179,521
60,407,357
Jeffrey W. Ubben
221,975,297
5,783,291
60,407,357
2.The proposal to approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers, was not approved.
For
Against
Abstain
Broker Non-Votes
99,940,828
7,767,137
120,050,623
60,407,357
3.The frequency of holding an advisory vote on named executive officer compensation every year was approved, on a non-binding advisory basis.
Every Year
Every 2 Years
Every 3 Years
Abstain
106,512,653
570,226
684,773
119,990,936
In accordance with the results of the advisory vote, the Board of Directors of the Company has decided to hold a non-binding advisory vote on the compensation of the Company’s named executive officers every year, until the next non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers. An advisory vote on the frequency of future advisory votes on the compensation paid to the Company’s named executive officers is required to be held at least once every six years.
4.The amendment to the Nikola Corporation 2020 Employee Stock Purchase Plan to eliminate the annual evergreen and impose a fixed limit on the number of authorized shares was approved.
For
Against
Abstain
Broker Non-Votes
226,730,761
759,868
267,959
60,407,357
5.The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was ratified.
For
Against
Abstain
284,918,726
1,654,218
1,593,001
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.