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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 21, 2024
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Hyzon Motors Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 001-39632 | 82-2726724 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
599 South Schmidt Road Bolingbrook, IL | | 60440 |
(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) |
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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:
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☐ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol(s) | 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 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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders (“Annual Meeting”) of Hyzon Motors Inc. (the “Company”) was held on August 21, 2024, and the Company’s stockholders approved the four proposals listed below. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on July 29, 2024.
Proposal 1 – Election of Directors. The Company’s stockholders elected two directors as Class III directors to serve until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The voting results for Proposal 1 were as follows:
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Nominee | | For | | Withheld | | Broker Non-Votes |
Erik Anderson | | 39,350,226 | | | 112,080,963 | | | 31,588,522 | |
Parker Meeks | | 108,408,403 | | | 43,022,786 | | | 31,588,522 | |
Proposal 2 – Reverse Stock Split Authorization Proposal. The Company’s stockholders approved an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our Class A common stock at a reverse stock split ratio ranging from 1:20 to 1:50, and authorized the Company’s board of directors to determine, at its discretion, the timing of the amendment and the specific ratio of the reverse stock split. The voting results for Proposal 2 were as follows:
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For | | Against | | Abstain | | Broker Non-Votes |
176,855,039 | | | 5,873,111 | | | 291,561 | | | — | |
Proposal 3 – Warrant Approval Proposal. The Company’s stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of more than 19.99% of our outstanding Class A common stock issuable upon the exercise of Class A common warrants (the “Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated as of July 19, 2024, by and among the Company and purchasers thereto in the event of an exercise price adjustment provision as a result of a share split, share dividend, share combination or other such event as described in the Warrants. The voting results for Proposal 3 were as follows:
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For | | Against | | Abstain | | Broker Non-Votes |
143,950,174 | | | 6,839,391 | | | 641,624 | | | 31,588,522 | |
Proposal 4 – Ratify the appointment of KPMG. The Company’s stockholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. The voting results for Proposal 4 were as follows:
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For | | Against | | Abstain | | Broker Non-Votes |
180,905,368 | | | 1,226,614 | | | 887,729 | | | — | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
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Exhibit Number | | Description |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| HYZON MOTORS INC. |
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Date: August 21, 2024 | By: | /s/ Parker Meeks |
| Name: | Parker Meeks |
| Title: | Chief Executive Officer |