Archer Aviation Files 8-K on Shareholder Votes & Bylaws

TL;DR

ACHR filed an 8-K for shareholder votes and bylaw changes on 6/21.

AI Summary

Archer Aviation Inc. filed an 8-K on June 27, 2024, reporting on matters submitted to a vote of security holders and amendments to its articles of incorporation or bylaws. The filing pertains to actions taken on June 21, 2024, and involves common stock and warrants.

Why It Matters

This filing indicates corporate governance actions and potential changes to the company's charter, which could impact shareholder rights and the company's structure.

Risk Assessment

Risk Level: low — The filing is procedural and relates to corporate governance, not a direct financial event.

Key Players & Entities

• Archer Aviation Inc. (company) — Registrant
• June 21, 2024 (date) — Date of action
• June 27, 2024 (date) — Filing date
• Atlas Crest Investment Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share ACHR New York Stock Exchange
• $11.50 — A common stock at an exercise price of $11.50 per share ACHR WS New York Stock Exchan

Filing Documents

• achr-20240621.htm (8-K) — 51KB
• amendment_ofxcertificate.htm (EX-3.1) — 50KB
• amendment_ofxcertificate001.jpg (GRAPHIC) — 109KB
• amendment_ofxcertificate002.jpg (GRAPHIC) — 211KB
• amendment_ofxcertificate003.jpg (GRAPHIC) — 211KB
• amendment_ofxcertificate004.jpg (GRAPHIC) — 234KB
• amendment_ofxcertificate005.jpg (GRAPHIC) — 215KB
• amendment_ofxcertificate006.jpg (GRAPHIC) — 246KB
• amendment_ofxcertificate007.jpg (GRAPHIC) — 267KB
• amendment_ofxcertificate008.jpg (GRAPHIC) — 273KB
• amendment_ofxcertificate009.jpg (GRAPHIC) — 264KB
• amendment_ofxcertificate010.jpg (GRAPHIC) — 308KB
• amendment_ofxcertificate011.jpg (GRAPHIC) — 243KB
• amendment_ofxcertificate012.jpg (GRAPHIC) — 247KB
• amendment_ofxcertificate013.jpg (GRAPHIC) — 296KB
• amendment_ofxcertificate014.jpg (GRAPHIC) — 259KB
• amendment_ofxcertificate015.jpg (GRAPHIC) — 146KB
• 0001628280-24-030349.txt ( ) — 5144KB
• achr-20240621.xsd (EX-101.SCH) — 2KB
• achr-20240621_def.xml (EX-101.DEF) — 16KB
• achr-20240621_lab.xml (EX-101.LAB) — 27KB
• achr-20240621_pre.xml (EX-101.PRE) — 16KB
• achr-20240621_htm.xml (XML) — 4KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 24, 2024, following the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Archer Aviation Inc. (the "Company") held on June 21, 2024, the Company filed a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware to further amend the Company's Amended and Restated Certificate of Incorporation to address the modifications contemplated in Proposal 5 (as described in Item 5.07 below). That description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. These modifications were approved by the Company's Board of Directors earlier this year and by the Company's stockholders at the Annual Meeting.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On June 21, 2024 the Company held its Annual Meeting. There were 284,198,214 shares of Class A common stock and 38,254,915 shares of Class B common stock present at the Annual Meeting, online or by proxy, which constituted a quorum. In deciding the proposals at the Annual Meeting, each share of Class A common stock represented one vote and each share of Class B common stock represented ten votes. The voting results are presented below. Proposal 1: Election of Directors. The Company's stockholders elected two directors to serve as Class III directors until the 2027 Annual Meeting of Stockholders and until their successors are elected and qualified. The votes regarding the election of directors were as follows: Nominee Votes For Votes Withheld Broker Non-Votes Adam Goldstein 449,822,829 14,688,464 66,486,777 Oscar Munoz 449,711,970 14,799,323 66,486,777 Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. The Company's stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposal received the following votes: Votes For Votes Against Abstentions 529,327,053 908,204 762,813 Proposal 3: Advisory Vote on the Compensation of the Company's Named Executive Officers. The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as presented in the Company's 2024 proxy statement. The proposal received the following votes: Votes For Votes Against Abstentions Broker Non-Votes 461,618,792 1,873,272 1,019,229 66,486,777 Proposal 4: Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company's Named Executive Officers. The Company's stockholders approved, on an advisory basis, conducting future advisory votes on compensation of the Company's named e

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment 104 Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101) SIGNATURE 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. ARCHER AVIATION INC. Date: June 27, 2024 By: /s/ Eric Lentell Name: Eric Lentell Title: General Counsel

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View this 8-K filing on SEC EDGAR