Luminar Technologies Board Shake-up

TL;DR

Austin Russell OUT, new director IN at Luminar. Board changes.

AI Summary

Luminar Technologies, Inc. announced on November 13, 2024, a change in its board of directors. Specifically, Mr. Austin Russell has resigned from his position as Director, effective immediately. The company has also appointed Mr. Scott R. S. Smith as a new independent director.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Board changes can introduce uncertainty regarding leadership and strategic direction.

Key Players & Entities

• Luminar Technologies, Inc. (company) — Registrant
• Austin Russell (person) — Resigned Director
• Scott R. S. Smith (person) — Appointed Independent Director

FAQ

Key Financial Figures

• $0.0001 — red Class A Common Stock, par value of $0.0001 per share LAZR The Nasdaq Stock Market
• $125,000 — xchange for a payment by the Company of $125,000 to Plaintiff's counsel. Forward-Lookin

Filing Documents

• lazr-20241113.htm (8-K) — 32KB
• 0001628280-24-048101.txt ( ) — 160KB
• lazr-20241113.xsd (EX-101.SCH) — 2KB
• lazr-20241113_lab.xml (EX-101.LAB) — 23KB
• lazr-20241113_pre.xml (EX-101.PRE) — 13KB
• lazr-20241113_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. As previously disclosed, at a special meeting of stockholders held on October 30, 2024, the stockholders of the Company approved a proposal to authorize the Company's Board to amend the Company's Second Amended and Restated Certificate of Incorporation, as amended (the "Charter"), to effect a reverse stock split of all of the outstanding Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock"), and Class B common stock of the Company, par value $0.0001 per share ("Class B Common Stock," and together with the Class A Common Stock, "Common Stock") and any Common Stock held by the Company as treasury shares, at any time prior to December 31, 2024, at a ratio of 1-for-5 to 1-for-20 (the "Reverse Stock Split"), as determined by the Board in its discretion. On November 13, 2024, the Board approved the Reverse Stock Split at a ratio of 1-for-15. The Reverse Stock Split is expected to become effective at 5:01 p.m., Eastern Time, on November 20, 2024, following the filing of a certificate of amendment to the Charter with the Secretary of State of the State of Delaware. Trading of the Class A Common Stock on The Nasdaq Global Select Market is expected to commence on a split-adjusted basis on November 21, 2024 under the existing trading symbol "LAZR." The new CUSIP number for the Class A Common Stock following the Reverse Stock Split will be 550424 303. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will be entitled to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing sales price per share of the Class A Common Stock (as adjusted for the Reverse Stock Split) on The Nasdaq Global Select Market on November 20, 2024. The information in this Item 7.01 is being furnished, sha

01 Other Events

Item 8.01 Other Events. On March 21, 2024, Plaintiff James Smith ("Plaintiff"), a putative shareholder of the Company, filed a putative class action complaint, captioned James Smith v. Alec Gores, et al. , C.A. No. 2024-0285-MTZ (Del. Ch.) (the "Action"), against the Company and its directors in the Delaware Court of Chancery challenging a Company bylaw governing the process for nominating a candidate to the board of directors as preclusive and coercive. In August 2024, the Company adopted an amendment to its bylaws mooting the Action, and the Plaintiff voluntarily dismissed the suit, with the court retaining jurisdiction solely for the purpose of determining Plaintiff's counsel's application for attorneys' fees and reimbursement of expenses (the "Fee Application"). Solely to avoid the time and expense of continued litigation, the parties agreed to resolve the Fee Application in exchange for a payment by the Company of $125,000 to Plaintiff's counsel.

Forward-Looking Statements

Forward-Looking Statements This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements include statements related to the expected effective date of the Reverse Stock Split and the possible effects of the Reverse Stock Split on the Common Stock and the trading of the Class A Common Stock on a split-adjusted basis. These forward-looking statements are based on the Company's current expectations and inherently involve significant risks and uncertainties. Actual results could differ materially from those anticipated in such forward-looking statements as a result of various risks and uncertainties, which are discussed under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent reports filed with the Securities and Exchange Commission. Readers should not place undue reliance on forward-looking statements, which speak only as of the date they are first made. Any forward-looking statements contained in this current report speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

SIGNATURES

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. Luminar Technologies, Inc. Date: November 15, 2024 By: /s/ Thomas J. Fennimore Name: Thomas J. Fennimore Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR