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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 28, 2022, the Board of Directors of Hyliion Holdings Corp. (the “Company”) appointed Jeffrey A. Craig, age 60, to the Board of Directors. Mr. Craig will serve as a Class II director with a term that expires at the Company’s 2022 Annual Meeting of Stockholders or until his successor is elected and qualified. Further, Mr. Craig was appointed to serve on the Audit Committee and as Chair of the Nominating and Corporate Governance Committee of the Board. With this appointment, the Board now has ten directors.
Mr. Craig was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no transactions between the Company and Mr. Craig that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Craig will be compensated for his services on the Board on the same basis as each of the Company’s other non-employee directors. Annual compensation for non-employee directors is comprised of cash and stock-based equity compensation. The cash compensation consists of an annual retainer and the stock-based equity compensation consists of awards of restricted stock units. A more detailed description of the compensation of directors of the Company was previously reported in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2021, under “Director Compensation,” and that section of the Definitive Proxy Statement is incorporated herein by reference.
The Company has entered into an indemnification agreement with Mr. Craig on the same basis as each of the Company’s other directors. This agreement, among other things, requires the Company to indemnify its directors for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director in any action or proceeding arising out of their services as one of the Company’s directors or any other company or enterprise to which the person provides services at the Company’s request. The foregoing description of the indemnification agreement is qualified in its entirety by the full text of the form of indemnification agreement, which was previously filed with the Securities and Exchange Commission on October 7, 2020, as Exhibit 10.4 to its Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press Release dated February 1, 2022 | |
104 | Cover Page Interactive Data File (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 the report to be signed on its behalf by the undersigned hereunto duly authorized.
HYLIION HOLDINGS CORP. | ||
By: | /s/ Thomas Healy | |
Date: February 1, 2022 | Thomas Healy | |
Chief Executive Officer |
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