8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 13, 2023

___________________________________

Hyzon Motors Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware	001-3962	82-2726724
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
475 Quaker Meeting House Road Honeoye Falls, NY		14472
(Address of principal executive offices)		(Zip Code)
(585)-484-9337
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

___________________________________

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	HYZN	NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	HYZNW	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 13, 2023, Hyzon Motors Inc. (the “Company”) announced that Parker Meeks has been appointed Chief Executive Officer, effective immediately.

Mr. Meeks, age 41, has served as President and Interim Chief Executive Officer since August 2022. Mr. Meeks previously served as the Company’s Chief Strategy Officer since June 2021. From November 2018 to January 2021, Mr. Meeks served as President, Infrastructure Sector for TRC Companies, a design and construction management business in transportation, renewable energy and water resources end-markets. Prior to that, from February 2012 to October 2018, Mr. Meeks served as Partner of McKinsey & Company, a global management consulting services company that Mr. Meeks joined in July 2005. Mr. Meeks served as the Managing Partner of McKinsey & Company’s Houston office from June 2013 to June 2016.

Mr. Meeks holds an M.B.A. in Finance from William Marsh Rice University and a B.S. in Electrical Engineering from Columbia University. Mr. Meeks does not have a direct or indirect material interest in any transaction with the Company that requires disclosure pursuant to Item 404(a) of Regulation S-K, and there is no arrangement or understanding between Mr. Meeks and any other person pursuant to which Mr. Meeks was selected to serve as Hyzon’s Interim Chief Executive Officer. Mr. Meeks is not related to any member of the Board or any executive officer of the Company.

In connection with his appointment, Mr. Meeks’ annual base salary increased to $600,000, and his discretionary annual cash bonus eligibility target was set at 100% of base salary. No other adjustments were made to Mr. Meeks’ compensation.

Pursuant to the Employment Agreement, dated June 7, 2021, by and between Mr. Meeks and the Company, as amended on October 18, 2022 (the “Meeks Agreement”), Mr. Meeks remains eligible to (i) participate in the Company’s benefit plans; (ii) receive 70,000 restricted stock units per annum pursuant to the Company’s 2020 Stock Incentive Plan or any successor plan for four years from the date of the Meeks Agreement; and (iii) receive reimbursement of reasonable out-of-pocket expenses. The Meeks Agreement subjects Mr. Meeks to standard restrictive covenants for agreements of its type, including non-competition and non-solicitation.

The foregoing description of the Meeks Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Meeks Agreement, which was filed as Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on July 22, 2021, and Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 21, 2022 and are incorporated by reference in this Item 5.02.

Item 7.01 Regulation FD Disclosure

On March 13, 2023, the Company issued a press release announcing that Parker Meeks has been appointed Chief Executive Officer, effective immediately. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in this Item 7.01.

The information contained in this Item 7.01, including in Exhibit 99.1 attached hereto, is "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent such other filing specifically incorporates such information by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated March 13, 2023.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HYZON MOTORS INC.
Date: March 13, 2023	By:	/s/ John Zavoli
	Name:	John Zavoli
	Title:	General Counsel and Chief Legal Officer

EX-99.1

Exhibit 99.1    

News release

PARKER MEEKS NAMED HYZON MOTORS CHIEF EXECUTIVE OFFICER

Meeks Brings Nearly Two Decades of Experience in Energy, Infrastructure, and Transportation Sectors to Top Post

ROCHESTER, N.Y. – March 13, 2023 – Hyzon Motors Inc. (NASDAQ: HYZN), a global supplier of zero-emission fuel cell electric heavy-duty vehicles, today announced it has named Parker Meeks as Chief Executive Officer, effective immediately.

Meeks brings deep strategic, analytical, and performance-driven expertise across energy, transportation, and infrastructure to the company, along with strong tactical, operating, and organizational leadership experience. Meeks has also spearheaded initiatives to optimize Hyzon’s financial, accounting, and governance strategies to spur growth and deliver value to shareholders. Meeks has a clear vision for the future of the company and has put in place a strong, sustainable foundation to ensure its growth and success.

During his brief tenure as interim CEO and after nearly two years in company leadership, Meeks achieved significant milestones for Hyzon, such as fostering a collaborative technology development effort to bring a complementary heavy-duty fuel cell truck to the US market with an electric powertrain provider, enhancing the Heavy Rigid and global Cabover product portfolios, continuing to progress the company’s hydrogen fuel infrastructure partner and project portfolio, and launching vehicle trials with a global trucking giant in Germany and an Austrian grocery retailer.

“Parker Meeks is the right leader for Hyzon, bringing extensive experience across sectors vital to the company’s future,” said Elaine Wong, Hyzon’s Lead Independent Director. “In the time since he was named President and interim CEO, Parker has proven to be a trusted, strategic advisor uniquely adept at driving execution across global business operations. We have every confidence in his leadership of Hyzon during this exciting new chapter.”

Hyzon’s Board of Directors appointed Meeks President and interim CEO August 17, 2022. He immediately took over full responsibility for day-to-day management of all business lines and functions reporting to the board. Since then, Meeks directed a strategic review of global operations, which led to a reorganization of European operations under new leadership and ownership structures, as well as exit of the commercial truck operations in China to focus on high-priority regions (North America, Europe, Australia).

“Hyzon has a bright future, and I am privileged to take the permanent helm and put my decades of experience to work in a new way,” said Parker Meeks, CEO of Hyzon Motors. “Pairing our proprietary technology with operational excellence will position our company to help lead the global clean energy transition. In this fresh, new chapter, I’ll focus on leading Hyzon’s commercialization efforts to accelerate decarbonization on both a global and customer-by-customer basis.”

Accelerating the
Energy Transition	hyzonmotors.com

Meeks’ experience spans traditional energy, decarbonization and energy transition, infrastructure, and transportation sectors. He has served clients and led operations across four continents, more than 15 countries, and more than half of U.S. states.

Before joining Hyzon in June 2021 as Chief Strategy Officer and being appointed President and interim CEO in August 2022, Meeks served as President, Infrastructure Sector for TRC Companies, a design and construction management business in transportation, renewable energy, and water resources end markets. He was responsible for a nationwide 900-person design and construction management business with operations in 25+ US states, China, and Canada. Meeks drove initiatives including key business developments, partnership strategies, merger integration, and digital technology solution development and commercialization.

Prior to TRC, he was a partner and founding leader of McKinsey & Company’s global Capital Productivity & Infrastructure practice, a division that has more than 1,000 employees across the world which supported over 30 mega-projects (> $500M in total project cost) over a 5-year period. He also served as the managing partner of McKinsey’s Houston office. Meeks served clients in over 10 countries on four continents delivering over $18 billion in entity value improvements predominantly in strategic growth, private equity-backed business building, operational performance improvement, and major capital project turnarounds.

Meeks has a BS in electrical engineering from Columbia University, an MBA from Rice University, and he serves on the advisory board for Rice University’s chemical engineering department.

About Hyzon Motors

Hyzon is a global supplier of fuel cell electric mobility, with US operations in the Rochester, Chicago and Detroit areas, and international operations in the Netherlands, Australia, and China. Hyzon is an energy transition accelerator and technology innovator, providing end-to-end solutions in the transport sector with a focus on commercial vehicles and hydrogen supply infrastructure. Utilizing its proven and proprietary hydrogen fuel cell technology, Hyzon aims to supply zero-emission heavy duty trucks to customers in North America, Europe and around the world to mitigate emissions from diesel transportation - one of the single largest sources of carbon emissions globally. The Company is contributing to the adoption of fuel cell electric vehicles through its demonstrated technology advantage, fuel cell performance and history of rapid innovation. Visit www.hyzonmotors.com.

Accelerating the
Energy Transition	hyzonmotors.com

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Hyzon disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Hyzon cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Hyzon, including risks and uncertainties described in the “Risk Factors” section of Hyzon’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2022, our Amended Registration Statement on Form S-1 filed with the SEC on April 6, 2021, and other documents filed by Hyzon from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Hyzon gives no assurances that Hyzon will achieve its expectations.

Media contacts:

Hyzon Motors:

hyzon@kivvit.com

For investors:

IR@hyzonmotors.com

Accelerating the
Energy Transition	hyzonmotors.com

XML

Cover	Mar. 13, 2023
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Entity Registrant Name	Hyzon Motors Inc.
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Entity File Number	001-3962
Entity Tax Identification Number	82-2726724
Entity Address, State or Province	NY
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Entity Address, Address Line One	475 Quaker Meeting House Road
Local Phone Number	484-9337
City Area Code	585
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Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	HYZN
Security Exchange Name	NASDAQ
Warrant
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	HYZNW
Security Exchange Name	NASDAQ