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): May 21, 2024

HYLIION HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-38823	83-2538002
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1202 BMC Drive, Suite 100 Cedar Park,TX	78613
(Address of principal executive offices)	(Zip Code)

(833) 495-4466

(Registrant’s telephone number,
including area code)

N/A

(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 obligations of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    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
Common Stock, $0.0001 par value per share	HYLN	New York Stock Exchange

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 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyliion Holdings Corp. (“Hyliion” or the “Company”) was held on May 21, 2024. At the Annual Meeting:

•Stockholders elected the three nominees recommended by the Company’s board of directors to serve as Class I directors of the Company until the 2027 Annual Meeting of Stockholders or until their respective successors are elected and qualified;

•Stockholders ratified the selection of Grant Thornton LLP (the “Auditor”) to serve as the independent registered public accounting firm of the Company for the 2024 fiscal year ended December 31, 2024;

•Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers (“Say on Pay”); and

•Stockholders approved the Hyliion Holdings Corp. 2024 Equity Incentive Plan.

Set forth below, with respect to each such matter, are the number of votes cast for or against/withhold, the number of abstentions and the number of broker non-votes.

Election of Directors

Nominee	For	Withhold	Broker Non-Votes
Vincent Cubbage	67,794,836	5,282,868	46,014,549
Thomas Healy	71,869,619	1,208,085	46,014,549
Melanie Trent	66,633,949	6,443,755	46,014,549

Ratification of Auditor

For	Against	Abstain
117,473,523	1,154,159	464,571

Say on Pay

For	Against	Abstain	Broker Non-Votes
69,036,949	3,561,395	479,360	46,014,549

Hyliion Holdings Corp. 2024 Equity Incentive Plan

For	Against	Abstain	Broker Non-Votes
69,362,307	3,198,117	517,280	46,014,549

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:	May 23, 2024		Thomas Healy
			Chief Executive Officer

XML

Cover	May 21, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 21, 2024
Entity Registrant Name	HYLIION HOLDINGS CORP.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38823
Entity Tax Identification Number	83-2538002
Entity Address, Address Line One	1202 BMC Drive,
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Cedar Park,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78613
City Area Code	833
Local Phone Number	495-4466
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	HYLN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001759631
Amendment Flag	false