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Washington, D.C. 20549





Date of Report (Date of earliest event reported): December 28, 2021


(Exact name of registrant as specified in its charter)


Nevada   001-37673   26-1394771
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification Number)

100 Commerce Drive, Loveland, Ohio 45140

(Address of principal executive offices) (zip code)

(513) 360-4704

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

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))

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.     ☐

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, $0.001 par value per share   WKHS   The Nasdaq Capital Market




Item 5.07.Submission of Matters to a Vote of Security Holders.


On December 28, 2021, Workhorse Group Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders (the “Annual Meeting). As of November 8, 2021, the record date for holders of shares of common stock (the “Shares”) entitled to vote at the Annual Meeting, there were 155,986,109 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 79,864,340, or approximately 51.19% of the Shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Articles of Incorporation. There were three matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each such matter.


Proposal 1 - Election of eight nominees to serve on the Board of Directors until the 2022 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.


Nominee For Withheld Broker Non-Votes
Raymond J. Chess 26,176,533 4,914,965 48,772,842
Richard Dauch 27,867,114 3,224,384 48,772,842
H. Benjamin Samuels 26,350,141 4,741,357 48,772,842
Gerald B. Budde 21,526,768 9,564,730 48,772,842
Harry DeMott 26,618,693 4,472,805 48,772,842
Michael Clark 26,859,062 4,232,436 48,772,842
Jacqueline A. Dedo 27,166,296 3,925,202 48,772,842
Pamela S. Mader 27,301,301 3,790,197 48,772,842


The shareholders elected all eight of the nominees as directors.


Proposal 2 - Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2021.


  For Against Abstain
Votes Cast 75,526,616 3,261,273 1,076,451


The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2021.


Proposal 3 - Non-binding advisory resolution on executive compensation.


  For Against Abstain Broker Non-Votes
Votes Cast 25,752,886 4,712,166 626,446 48,772,842


The shareholders approved the non-binding advisory resolution on executive compensation.


Item 8.01.Other Events.


On December 28, 2021, the Company issued a press release about the meeting results. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.


Forward-Looking Statements


Certain statements in this Current Report on Form 8-K are forward-looking statements that involve a number of risks and uncertainties. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from the Company’s expectations. Additional factors that could cause actual results to differ materially from those stated or implied by the Company’s forward-looking statements are disclosed in the Company’s reports filed with the Securities and Exchange Commission.


Item 9.01. Exhibits.


Exhibit No.   Description  
99.1   Press Release, dated December 28, 2021  





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.

Date: December 29, 2021 By: /s/ James D. Harrington
James D. Harrington
General Counsel, Secretary and Chief Administration Officer