UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| The |
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 Non-Votes | |||||||||
| 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) |
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SIGNATURES
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.
| WORKHORSE GROUP INC. | ||
| Date: May 5, 2022 | By: | /s/ James D. Harrington |
| Name: | James D. Harrington | |
| Title: | General Counsel, Secretary and Chief Administration Officer | |
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