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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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 7, 2023, Workhorse Group Inc. (the “Company”) amended and restated the Company’s bylaws, in the form of the Second Amended and Restated Bylaws of the Company, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference (the “Amended Bylaws”), following approval by the Company’s Board of Directors. The Amended Bylaws became effective immediately.
The Amended Bylaws revise provisions concerning quorum in accordance with recent amendments to Nevada law concerning the effect of broker non-votes. In addition, the Amended Bylaws amend certain provisions related to meeting procedures and stockholder proposals and add a provision that permits an eligible stockholder or a group of up to twenty eligible stockholders who have continuously held for a period of three years at least three percent of the Company’s outstanding shares entitled to vote in an election of directors to nominate and include in the Company’s annual meeting proxy materials up to two director nominees. Such nominations are subject to certain eligibility, procedural and disclosure requirements set forth in Section 2.9 of the Amended Bylaws. The foregoing description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by the complete text of the Amended Bylaws attached as an exhibit hereto.
Item 9.01. Exhibits.
| Exhibit No. | Description | |
| 3.1 | Second Amended and Restated Bylaws | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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: July 12, 2023 | By: | /s/ James D. Harrington |
| Name: | James D. Harrington | |
| Title: | General Counsel, Chief Compliance Officer and Secretary | |
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