ptra-202306080001820630false00018206302023-06-082023-06-08
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): June 8, 2023
Proterra Inc
(Exact name of registrant as specified in its charter)
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Delaware | 001-39546 | 90-2099565 |
(State or other jurisdiction of
incorporation or organization) | (Commission
File Number) | (I.R.S. Employer
Identification Number) |
1815 Rollins Road
Burlingame, California 94010
(Address of registrant’s principal executive offices, and zip code)
(864) 438-0000
(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 obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | | PTRA | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 June 6, 2023, the Board of Directors (the “Board”) of Proterra Inc (the “Company”) appointed Jeffrey D. Embt as the Chief Accounting Officer (principal accounting officer) of the Company and its subsidiaries, effective as of June 8, 2023.
In connection with his appointment, the Company has entered into an offer letter (“Offer Letter”) with Mr. Embt, which provides that his employment will commence on or about June 8, 2023 and outlines his duties and responsibilities and compensation terms. Pursuant to his Offer Letter, Mr. Embt is entitled to receive an annual base salary of $290,000, and a bonus target under the Company’s Key Employee Incentive Plan of 40% of his base salary. In addition, the Company intends to grant Mr. Embt an equity award with four-year ratable vesting under the Company’s 2021 Equity Incentive Plan comprised of restricted stock units valued at $250,000 in accordance with the Company’s grant valuation procedures at the time of grant. The Offer Letter also provides that the Company will recommend to the Board or the compensation committee of the Board that Mr. Embt be eligible in fiscal 2024 for an equity incentive award with four-year ratable vesting under the Company’s 2021 Equity Incentive Plan of $250,000 in value in accordance with the Company’s grant valuation procedures at the time of grant. Mr. Embt will also be entitled to enter into the Company’s standard form of severance agreement which is attached as Exhibit 10.3 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on April 7, 2021 (File No. 333-252674).
There are no arrangements between Mr. Embt and any other person pursuant to which he was selected to become the Chief Accounting Officer of the Company. Mr. Embt does not have any family relationship with any executive officer or director of the Company, or with any person selected to become an officer or director of the Company. Neither Mr. Embt nor any member of his immediate family has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Prior to joining the Company, Mr. Embt served as Head of Finance of BWXT Medical, a designer and manufacturer of commercial nuclear steam generators, heat exchangers, pressure vessels, reactor components and other auxiliary equipment, from February 2022, and prior to that as Manager, Technical Accounting for BWX Technologies, Inc., a leading supplier of nuclear components and fuel to the U.S. government, from April 2017 to February 2022. Prior to that, Mr. Embt served as a Senior Manager for Deloitte.
Mr. Embt holds a Bachelor of Science in Accounting and Finance from Coastal Carolina University in Conway, South Carolina. He is a certified public accountant.
Immediately prior to Mr. Embt appointment, David S. Black, the Company’s Chief Financial Officer, served as the Company’s principal accounting officer and he will continue to serve as the Company’s Chief Financial Officer (principal financial officer).
The above description of the Offer Letter is a summary only. A copy of the Offer Letter will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Item 7.01 Regulation FD Disclosure.
On June 8, 2023 the Company issued a press release announcing the Chief Accounting Officer appointment described above. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in Item 7.01 of this Current Report and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended or incorporated by reference in any filing under the Securities Act of 1933 as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | | Exhibit Description |
| 99.1 | | |
| 104 | | Inline XBRL for the cover page of this Current Report on Form 8-K. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 8, 2023
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| PROTERRA INC |
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| By: | /s/ Gareth T. Joyce |
| Name: | Gareth T. Joyce |
| Title: | Chief Executive Officer |