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 14, 2024, the Company held its Annual Meeting. As of March 15, 2024, the record date for holders of shares of common stock (the “Shares”) entitled to vote at the Annual Meeting, there were 314,606,266 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 159,032,534, or approximately 50.55% 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 six 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 seven nominees to serve on the Board of Directors until the next annual meeting or until their respective successors are duly elected and qualified.
Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
Raymond J. Chess | 44,155,363 | 22,919,916 | 2,548,981 | 89,408,274 | ||||
Richard F. Dauch | 51,032,945 | 16,465,023 | 2,126,292 | 89,408,274 | ||||
Jacqueline A. Dedo | 44,205,829 | 22,952,143 | 2,466,288 | 89,408,274 | ||||
Pamela S. Mader | 45,662,736 | 21,507,970 | 2,453,554 | 89,408,274 | ||||
William G. Quigley III | 45,426,256 | 21,715,718 | 2,482,286 | 89,408,274 | ||||
Austin S. Miller | 46,119,638 | 21,056,003 | 2,448,619 | 89,408,274 | ||||
Dr. Jean Botti | 46,125,228 | 21,021,534 | 2,477,498 | 89,408,274 |
The shareholders elected all seven of the nominees as directors.
Proposal 2 – Approval, on an advisory basis, of the compensation of named executive officers
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
Votes Cast | 41,006,830 | 25,258,757 | 3,358,673 | 89,408,274 |
The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
Proposal 3 – Approval, on an advisory basis, of the frequency of voting on named executive officer compensation
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||||
Votes Cast | 55,408,269 | 1,293,948 | 9,719,840 | 3,202,203 | 89,408,274 |
The shareholders approved, on an advisory basis, a yearly frequency of voting on named executive officer compensation. In accordance with the original recommendation of the Company’s board of directors and consistent with the stockholder vote results, the Company’s board of directors has determined that the Company will conduct future non-binding advisory votes on the compensation of the Company's named executive officers every year until the next required advisory vote on the frequency of such vote.
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Proposal 4 – Approval, pursuant to Nevada Revised Statutes 78.2055, of a reverse stock split of the Company’s outstanding shares of common stock by a ratio of any whole number between 1-for-10 and 1-for-20, at any time prior to August 30, 2024, to be determined at the discretion of the Board of Directors, for the purpose of complying with the Nasdaq Listing Rules, subject to the Board’s discretion to abandon such reverse stock split.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
Votes Cast | 90,195,037 | 65,160,755 | 3,676,742 | 0 |
The stockholders approved the proposed reverse stock split.
Proposal 5 – Approval, for the purposes of Nasdaq Listing Rule 5635(D), the proposed issuance of the maximum number of shares of the Company’s common stock underlying the Company’s (A) senior secured convertible notes and (B) warrants to purchase common stock.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
Votes Cast | 35,204,064 | 31,832,919 | 2,587,277 | 89,408,274 |
The shareholders approved the proposed issuance of the Company’s common stock.
Proposal 6 – Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2024.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
Votes Cast | 130,154,367 | 21,611,313 | 7,266,854 | 0 |
The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2024.
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Item 8.01. Other Events.
On May 14, 2024, 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 May 14, 2024. | |
104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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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 14, 2024 | By: | /s/ James D. Harrington |
Name: | James D. Harrington | |
Title: | General Counsel, Chief Compliance Officer and Secretary |
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