Evolv Technologies Holdings Files 8-K on Shareholder Votes

TL;DR

Evolv Tech (EVLV) filed an 8-K on shareholder votes as of 5/31. No major financial news, just corporate housekeeping.

AI Summary

Evolv Technologies Holdings, Inc. filed an 8-K on June 4, 2024, reporting on matters submitted to a vote of security holders as of May 31, 2024. The filing details the company's corporate structure, including its incorporation in Delaware and its principal executive offices in Waltham, Massachusetts. It also lists its former name, NewHold Investment Corp., which was changed on March 3, 2020.

Why It Matters

This filing provides an update on corporate governance matters and shareholder votes, which can impact investor confidence and the company's strategic direction.

Risk Assessment

Risk Level: low — The filing is primarily procedural, reporting on matters submitted to a vote of security holders, rather than announcing significant financial events or strategic shifts.

Key Players & Entities

• Evolv Technologies Holdings, Inc. (company) — Registrant
• May 31, 2024 (date) — Date of earliest event reported
• June 4, 2024 (date) — Date of report
• NewHold Investment Corp. (company) — Former company name
• March 3, 2020 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share EVLV The Nasdaq Stock Market

Filing Documents

• nhic-20240531.htm (8-K) — 44KB
• 0001628280-24-026572.txt ( ) — 210KB
• nhic-20240531.xsd (EX-101.SCH) — 3KB
• nhic-20240531_def.xml (EX-101.DEF) — 16KB
• nhic-20240531_lab.xml (EX-101.LAB) — 28KB
• nhic-20240531_pre.xml (EX-101.PRE) — 16KB
• nhic-20240531_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 31, 2024, Evolv Technologies Holdings, Inc. (the "Company") held its annual meeting of stockholders (the "Meeting"). At the Meeting, a total of 134,556,960 shares of Class A common stock were present in person or represented by proxy, representing approximately 85% percent of the Company's Class A common stock outstanding as of the April 2, 2024 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which was described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2024. Item 1 - Election of three Class III directors to serve until the Company's annual meeting of stockholders to be held in 2027 and until their respective successors have been duly elected and qualified. Votes FOR Votes WITHHELD Broker Non-Votes Michael Ellenbogen 84,428,823 19,333,277 30,794,860 Peter George 86,311,268 17,450,832 30,794,860 Rajan Naik 98,453,488 5,308,612 30,794,860 Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 129,005,680 505,821 5,045,459 0 Item 3 - Approval of an amendment to the Company's Second Amended and Restated Certificate of Incorporation to provide for the exculpation of officers from breaches of fiduciary duty to the fullest extent permitted by the General Corporation Laws of the State of Delaware. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 91,647,553 10,284,228 1,830,319 30,794,860

- Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers

Item 4 - Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 80,188,833 23,299,011 274,256 30,794,860 Item 5 - Approval on an advisory (non-binding) basis, of the annual frequency of future advisory (non-binding) votes to approve the compensation of the Company's named executive officers. 1 Year 2 Years 3 Years Votes ABSTAINED Broker Non-Votes 86,070,650 2,937,772 139,163 14,614,515 30,794,860 Based on the foregoing votes, each of Michael Ellenbogen, Peter George, and Rajan Naik was elected as a Class III director, and each of Items 2 and 4 was approved. Item 3 was not approved. The stockholders approved, on an advisory (non-binding) basis, "ONE YEAR" as the frequency of future stockholder advisory votes on executive compensation. In light of these results, which are consistent with the Board's recommendation, the Company has determined to hold an advisory (non-binding) vote on executive compensation each year until such time as the next advisory (non-binding) vote regarding the frequency of advisory (non-binding) votes on executive compensation is submitted to the Company's stockholders. 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. Evolv Technologies Holdings, Inc. Date: June 4, 2024 By: /s/ Peter George Name: Peter George Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR