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 Earliest Event Reported): April 5, 2022

ChargePoint Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39004	84-1747686
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

240 East Hacienda Avenue Campbell, CA	95008
(Address of Principal Executive Offices)	(Zip Code)

(408) 841-4500

(Registrant’s telephone number, including area code)

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
Common Stock, par value $0.0001	CHPT	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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 5, 2022, the board of directors (the “Board”) of ChargePoint Holdings, Inc. (the “Company”) appointed Ekta Singh-Bushell as a Class I director and a member of the Company’s audit committee, effective immediately. Ms. Singh-Bushell will serve until the Company’s 2024 annual meeting of stockholders and until her successor is elected and qualified, or sooner in the event of her death, resignation or removal. The Board has determined that Ms. Singh-Bushell meets the requirements for independence under the applicable listing standards of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended.

From May 2016 to June 2017, Ms. Singh-Bushell served as deputy to the first vice president, chief operating officer executive office, at the Federal Reserve Bank of New York. Prior to 2016, Ms. Singh-Bushell worked at Ernst & Young, serving in various roles including global IT Effectiveness leader, U.S. innovation & digital strategy leader, and chief information security officer. Ms. Singh-Bushell has served as a member of the board of directors of numerous public companies, including TTEC Holdings, Inc., since May 2017; Net 1 UEPS Technologies, Inc., since October 2018; Huron Consulting Group, since May 2019; and Designer Brands, Inc., since September 2018 until May 2022. Ms. Singh-Bushell received her Master of Science in Electrical Engineering & Computer Science from the University of California, Berkeley and her undergraduate degree in engineering from the University of Poona, India. The Board believes that Ms. Singh-Bushell is qualified to serve as a director due to her operational experiences with finance, audit, technology and cybersecurity matters and her prior public company services.

Ms. Singh-Bushell will be entitled to receive compensation in accordance with the ChargePoint Holdings, Inc. Compensation Program for Non-Employee Directors, which was filed with the Securities and Exchange Commission on March 1, 2021, as Exhibit 10.11 to the Company’s Current Report on Form 8-K. Ms. Singh-Bushell will also enter into the Company’s standard form of indemnification agreement.

There are no arrangements or understandings between Ms. Singh-Bushell and any other persons pursuant to which she was elected as a member of the Board. Ms. Singh-Bushell is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.

On April 7, 2022, the Company issued a press release announcing the appointment of Ms. Singh-Bushell. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press release dated as of April 7, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

CHARGEPOINT HOLDINGS, INC.
By:	/s/ Rex S. Jackson
	Name: Rex S. Jackson
	Title: Chief Financial Officer

Date: April 7, 2022

EX-99.1

Exhibit 99.1

ChargePoint appoints Ekta Singh-Bushell to its Board of Directors

Singh-Bushell brings more than 25 years of leadership experience to further strengthen Board’s expertise across technology, finance, public sector, automotive, and energy

Campbell, Calif. April 7, 2022 — ChargePoint Holdings, Inc. (NYSE: CHPT), a leading electric vehicle (EV) charging network, today announced the appointment of Ekta Singh-Bushell to its board of directors. Ms. Singh-Bushell brings more than 25 years of diverse technology, finance, and operations experience to the ChargePoint Board.

She has served in management and leadership roles at the Federal Reserve Bank of New York and Ernst & Young, as well as several startups. Ms. Singh-Bushell brings expertise on digital transformation and how it impacts a company’s compliance, risk management, operations, brand, and reputation. Ms. Singh-Bushell currently serves on the boards of large global technology firms, including TTEC Holdings, Inc., Huron Consulting Group, Inc., Net1 UEPS Technologies, Inc., Designer Brands Inc., and Datatec Limited, where she advises these companies on how operational efficiencies, innovation and leading with purpose can drive profitability, growth, and enterprise transformation. Her previous board positions included the Asian American Federation of New York (AAFNY), and DecisionGPS LLC.

“Adding Ekta Singh-Bushell to the ChargePoint Board of Directors further strengthens our depth of expertise in finance, technology and transformation,” said Pasquale Romano, president and CEO of ChargePoint. “Ms. Singh-Bushell has a history of successfully advising companies and we look forward to her expertise as ChargePoint continues to enable charging everywhere people live, work, and play.”

Ms. Singh-Bushell received her Master of Science in Electrical Engineering & Computer Science from the University of California, Berkeley and her undergraduate degree in engineering from the University of Poona, India. She is a certified public accountant (CPA) and hold advanced certifications in corporate governance, sustainability accounting, cyber security and resilience.

For more information about ChargePoint’s board of directors, visit:

https://www.chargepoint.com/about/board/.

About ChargePoint

ChargePoint is creating a new fueling network to move people and goods on electricity. Since 2007, ChargePoint has been committed to making it easy for businesses and drivers to go electric with one of the largest EV charging networks and a comprehensive portfolio of charging solutions. The ChargePoint cloud subscription platform and software-defined charging hardware are designed to include options for every charging scenario from home and multifamily to workplace, parking, hospitality, retail and transport fleets of all types. Today, one ChargePoint account provides access to hundreds of thousands of places to charge in North America and Europe. To date, more than 110 million charging sessions have been delivered, with drivers plugging into the ChargePoint network every two seconds or less. For more information, visit the ChargePoint pressroom, the ChargePoint Investor Relations site, or contact the ChargePoint North American European press offices or Investor Relations.

CHPT-IR

Press North America

Jennifer Bowcock

VP, Communications

Jennifer.Bowcock@chargepoint.com

media@chargepoint.com

Investor Relations

Patrick Hamer

VP, Capital Markets and Investor Relations

Patrick.Hamer@chargepoint.com

investors@chargepoint.com

XML

Document and Entity Information	Apr. 05, 2022
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001777393
Document Type	8-K
Document Period End Date	Apr. 05, 2022
Entity Registrant Name	ChargePoint Holdings, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-39004
Entity Tax Identification Number	84-1747686
Entity Address, Address Line One	240 East Hacienda Avenue
Entity Address, City or Town	Campbell
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95008
City Area Code	(408)
Local Phone Number	841-4500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.0001
Trading Symbol	CHPT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false