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
Date of report (date
of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
(Commission file number) |
(I.R.S. employer identification number) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(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(s) |
Name of each exchange on which registered | ||
| The | ||||
| The Global Select 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.
On July 12, 2022, Canoo Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the close of business on May 25, 2022, the record date of the Annual Meeting, the Company had 254,326,076 shares of common stock outstanding. The holders of 173,025,916 shares of the Company’s common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for the purpose of conducting business at the Annual Meeting.
Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting.
Proposal No. 1: Election of directors.
The Company’s stockholders elected the following nominees for director to serve as Class II directors for a term expiring in 2025 or until their successors shall have been elected and qualified.
| Name | Votes For | Votes Withheld | |||
| Thomas Dattilo | 124,089,299 | 5,821,379 | |||
| Arthur Kingsbury | 125,050,720 | 4,859,958 | |||
| Claudia Romo Edelman | 127,257,150 | 2,653,528 | |||
| Rainer Schmueckle | 127,144,242 | 2,766,436 |
Proposal No. 2: Proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.
The compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved, on an advisory basis.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 119,979,869 | 9,696,334 | 234,475 | 43,115,238 |
Proposal No. 3: Proposal to recommend, by an advisory vote, the frequency of future advisory votes on executive compensation.
The frequency of future advisory votes on executive compensation, was approved to be every year, on an advisory basis.
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
| 128,075,011 | 312,138 | 322,528 | 1,201,001 | 43,115,238 |
The Company’s Board of Directors has considered the advisory vote of stockholders on the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers and, consistent with the stated preference of the Company’s stockholders, decided to hold such advisory vote every year.
Proposal No. 4: Proposal to ratify of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was ratified.
| Votes For | Votes Against | Abstentions | ||
| 171,830,765 | 978,231 | 216,920 |
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.
Date: July 12, 2022
| CANOO INC. | ||
| By: | /s/ Hector Ruiz | |
| Name: | Hector Ruiz | |
| Title: | General Counsel and Corporate Secretary | |