Hyliion Holdings Corp. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Hyliion Holdings Corp. invites stockholders to its virtual Annual Meeting on May 21, 2024, to vote on director elections, auditor ratification, executive compensation, and equity incentive plan adoption.</b>

AI Summary

Hyliion Holdings Corp. (HYLN) filed a Proxy Statement (DEF 14A) with the SEC on April 10, 2024. Hyliion Holdings Corp. will hold its Annual Meeting of Stockholders on May 21, 2024, at 1:30 p.m. Central Time. The meeting will be conducted virtually, accessible online at www.cstproxy.com/hyliion/2024. Stockholders will vote on electing three directors, ratifying Grant Thornton LLP as independent auditors for FY2024, approving executive compensation, and adopting the 2024 Equity Incentive Plan. The company is utilizing a virtual format to enhance accessibility, communication, and stockholder participation while reducing costs. The proxy statement details the agenda and provides information for stockholders to attend, ask questions, and vote.

Why It Matters

For investors and stakeholders tracking Hyliion Holdings Corp., this filing contains several important signals. The virtual format aims to increase stockholder attendance and participation, potentially leading to more informed decision-making on key corporate matters. The approval of the 2024 Equity Incentive Plan is crucial for retaining and attracting talent, which is vital for Hyliion's growth and innovation in the competitive electric vehicle sector.

Risk Assessment

Risk Level: low — Hyliion Holdings Corp. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational disclosures that would indicate high risk.

Analyst Insight

Stockholders should review the proxy materials carefully to understand the proposals and vote accordingly, particularly on the election of directors and the equity incentive plan.

Key Numbers

• May 21, 2024 — Annual Meeting Date (Date of the Annual Meeting of Stockholders.)
• 1:30 p.m. Central Time — Annual Meeting Time (Time of the Annual Meeting of Stockholders.)
• 2027 — Director Term End (Year until which elected directors will serve.)
• December 31, 2024 — Fiscal Year End (Fiscal year for which Grant Thornton LLP is proposed as auditor.)

Key Players & Entities

• Hyliion Holdings Corp. (company) — Registrant and filer of the proxy statement.
• May 21, 2024 (date) — Date of the Annual Meeting of Stockholders.
• Grant Thornton LLP (company) — Proposed independent auditor for the fiscal year ended December 31, 2024.
• 2024 Equity Incentive Plan (plan) — A plan to be approved by stockholders at the annual meeting.
• Jeffrey Craig (person) — Board Chair of Hyliion Holdings Corp.
• Thomas Healy (person) — Founder & CEO, Director of Hyliion Holdings Corp.

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Virtual Meeting Format [low — operational]: Reliance on a virtual format may present challenges if technical issues arise, potentially impacting stockholder participation.
• Approval of Equity Incentive Plan [low — financial]: The adoption of the 2024 Equity Incentive Plan is subject to stockholder approval and is critical for future compensation and retention.

Key Dates

• 2024-05-21: Annual Meeting of Stockholders — Key date for voting on corporate matters and electing directors.

Glossary

DEF 14A

Definitive Proxy Statement (This filing type indicates the company is providing definitive information to shareholders for voting at the annual meeting.)

Proxy Statement

A document filed with the SEC that contains information that a company must provide to shareholders before their annual meeting, or a special meeting, at which they will vote on important matters. (Essential for stockholders to understand the issues being voted on, including director nominations and executive compensation.)

Key Financial Figures

• $0.0001 — f record of our common stock, par value $0.0001 per share, at the close of business on

Filing Documents

• hyln-20231231xdef14a.htm (DEF 14A) — 946KB
• a1.jpg (GRAPHIC) — 97KB
• a2.jpg (GRAPHIC) — 121KB
• a3.jpg (GRAPHIC) — 131KB
• a4.jpg (GRAPHIC) — 92KB
• chart-724103e77fc04f4eb6a.jpg (GRAPHIC) — 107KB
• chart-9ded72c446124824b6d.jpg (GRAPHIC) — 105KB
• image_0.jpg (GRAPHIC) — 46KB
• image_2.jpg (GRAPHIC) — 6KB
• image_4.jpg (GRAPHIC) — 7KB
• jcsig.jpg (GRAPHIC) — 10KB
• 0001759631-24-000083.txt (&nbsp;) — 1936KB

— ELECTION OF DIRECTORS

ITEM 1 — ELECTION OF DIRECTORS 4 CORPORATE GOVERNANCE THE BOARD AND MANAGEMENT 6 Corporate Governance Developments 6 Board Leadership 6 Directors 7 Board Composition 8 Director Independence 9 Director Skills Matrix 9 Role of the Board in Risk Oversight 9 Board Committees 10 Stockholder Engagement Efforts and Board Communication 12 Code of Business Conduct and Ethics and Corporate Governance Guidelines 12 DIRECTOR COMPENSATION 13 EQUITY COMPENSATION PLAN INFORMATION 14 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 14 Related-Person Transactions Policy 14 BENEFICIAL OWNERSHIP TABLES 14

— RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON AS OUR INDEPENDENT AUDITORS

ITEM 2 — RATIFICATION OF THE APPOINTMENT OF GRANT THORNTON AS OUR INDEPENDENT AUDITORS 15 Audit Fees and Services 16 Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Auditors 16 AUDIT COMMITTEE REPORT 16

— ADVISORY VOTE ON EXECUTIVE COMPENSATION

ITEM 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION 17

EXECUTIVE COMPENSATION MATTERS

EXECUTIVE COMPENSATION MATTERS 17

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 25 Summary Compensation Table 25 Outstanding Equity at 2023 Fiscal Year-End 26 Employment Agreements with Named Executive Officers 26 Pay-Versus-Performance 28 i

— VOTE ON EQUITY INCENTIVE PLAN

ITEM 4 — VOTE ON EQUITY INCENTIVE PLAN 31 DELINQUENT SECTION 16(a) REPORTS 39 OTHER INFORMATION 39 Expense of Solicitation 39 Other Matters 40 Stockholder Proposals for 2025 40 Householding and Availability of Proxy Materials 40 Annex A — Hyliion Holdings Corp. 2024 Equity Incentive Plan 46 ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Proxy Statement and documents referenced herein contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the " Securities Act ") and Section 21E of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), including, but not limited to, statements that are based upon management's current expectations, assumptions, estimates, projections and beliefs, including statements about the commercial progress and future financial performance of the Company. The use of words such as, but not limited to, "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "project," "should," "target," "will," or "would" and similar words or expressions are intended to identify forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results or achievements to be materially different and adverse from those expressed in or implied by these forward-looking statements. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Other risks relating to the Company's business, including risks that could cause results to differ materially from those projected in the forward-looking statements in this Proxy Statement, are detailed in the Company's latest Form 10-K, subsequent Forms 10-Q andor Form 8-K filings with the U.S. Securities and Exchange Co

— ELECTION OF DIRECTORS

ITEM 1 — ELECTION OF DIRECTORS In accordance with our Bylaws, the Board has fixed the number of directors currently constituting the Board at eight. Our Board is currently staggered, which means that only one class of directors is up for election in any given year. 4 At the Annual Meeting, our Class I directors, Vincent Cubbage, Thomas Healy, and Melanie Trent, who currently serve as directors on the Board, are up for election. Our Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposes that Mr. Cubbage, Mr. Healy and Ms. Trent be elected at the Annual Meeting, with each holding office until the 2027 Annual Meeting of Stockholders or until their respective successors are elected and qualified. Biographical information about each of the nominees and a discussion of the qualifications, attributes and skills of each nominee is contained in the following section. If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted "FOR" the election of Mr. Cubbage, Mr. Healy and Ms. Trent. Mr. Cubbage, Mr. Healy and Ms. Trent have accepted such nomination however, in the event that a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Board to fill such vacancy, or the Board may reduce the size of the Board. If you are a beneficial owner holding your shares in street name and you do not give voting instructions to your broker, bank or other intermediary, that organization will leave your shares unvoted on this matter. The Board of Directors recommends a vote "FOR" the election of Mr. Cubbage, Mr. Healy and Ms. Trent. 5 CORPORATE GOVERNANCE THE BOARD AND MANAGEMENT Board and Corporate Governance Developments In 2023, we continued to evolve our Board composition and corporate gover

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View this DEF 14A filing on SEC EDGAR