0001425287 false 0001425287 2022-05-03 2022-05-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares





Washington, D.C. 20549








Date of Report (Date of earliest event reported): May 3, 2022



(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 May 3, 2022, Workhorse Group Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting). As of March 7, 2022, the record date for holders of shares of common stock (the “Shares”) entitled to vote at the Annual Meeting, there were 157,819,034 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 79,680,251, or approximately 50.48% 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 two 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 ten nominees to serve on the Board of Directors for a one-year term and until their respective successors are duly elected and qualified.


Nominee  For   Withheld   Broker
Raymond J. Chess   27,100,558    3,554,751    49,024,942 
Richard Dauch   28,672,118    1,983,191    49,024,942 
H. Benjamin Samuels   23,150,261,    7,505,048    49,024,942 
Gerald B. Budde   22,021,954    8,633,355    49,024,942 
Harry DeMott   24,036,215    6,619,094    49,024,942 
Michael Clark   24,029,352    6,625,957    49,024,942 
Jacqueline A. Dedo   23,029,247    7,626,062    49,024,942 
Pamela S. Mader   24,305,668    6,349,641    49,024,942 
William Quigley   28,392,216    2,263,093    49,024,942 
Austin Scott Miller   28,529,782    2,125,527    49,024,942 


The shareholders elected all ten of the nominees as directors.


Proposal 2 - Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2022.


   For   Against   Abstain 
Votes Cast   76,880,239    2,097,275    702,737 


The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2022.


Item 8.01. Other Events.


On May 3, 2022, the Company issued a press release about the meeting results and a press release about the election of Austin Scott Miller as a member of the board of directors. The press releases are furnished as Exhibit 99.1 and Exhibit 99.2 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 May 3, 2022
99.2   Press Release, dated May 3, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)







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: May 5, 2022 By: /s/ James D. Harrington
  Name:  James D. Harrington
  Title: General Counsel, Secretary and
Chief Administration Officer