Nxu, Inc. Reports Director Changes and Shareholder Votes

Ticker: NXUR · Form: 8-K · Filed: Aug 16, 2024 · CIK: 1722969

Sentiment: neutral

Topics: board-changes, governance, shareholder-vote

Related Tickers: NXU

TL;DR

Nxu board shakeup! New directors in, one out. Shareholder vote details pending.

AI Summary

On August 14, 2024, Nxu, Inc. filed an 8-K detailing several key events. The company announced the departure of Director Mark R. Johnson and the appointment of new directors, including Michael J. O'Malley and Robert J. Smith. Additionally, Nxu, Inc. reported on the submission of matters to a vote of security holders, though specific details of the vote were not provided in this excerpt.

Why It Matters

Changes in board composition and shareholder votes can significantly impact a company's strategic direction and governance.

Risk Assessment

Risk Level: medium — Director changes and shareholder votes can indicate internal shifts or upcoming strategic decisions that may carry inherent risks.

Key Players & Entities

FAQ

Who has departed from the Nxu, Inc. board of directors?

Mark R. Johnson has departed from the Nxu, Inc. board of directors.

Who has been appointed as new directors to Nxu, Inc.'s board?

Michael J. O'Malley and Robert J. Smith have been appointed as new directors to Nxu, Inc.'s board.

What is the exact date of the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on August 14, 2024.

What is the primary purpose of this 8-K filing according to the provided text?

This 8-K filing is a current report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, reporting material modifications to rights of security holders, departure/election of officers/directors, and submission of matters to a vote of security holders.

What information is provided regarding the submission of matters to a vote of security holders?

The filing indicates that matters were submitted to a vote of security holders, but specific details of the vote are not elaborated upon in the provided excerpt.

Filing Stats: 1,367 words · 5 min read · ~5 pages · Grade level 12.2 · Accepted 2024-08-16 17:00:18

Key Financial Figures

Filing Documents

03

Item 3.03 Material Modification to Rights of Security Holders. As set forth in greater detail in Item 5.07 of this Current Report on Form 8-K (this "Current Report"), at the 2024 Annual Meeting of Stockholders of Nxu, Inc. (the "Company") held on August 14, 2024 (the "Annual Meeting"), the stockholders of the Company approved an amendment to the Company's Certificate of Incorporation as amended (the "Certificate of Incorporation"). In connection with such approval, on August 16, 2024, the Company filed a Certificate of Amendment of Certificate of Incorporation (the "Charter Amendment") with the Secretary of State of the State of Delaware that amends Article V of the Certificate of Incorporation in its entirety in order to provide that the Company expressly elects to be governed by Section 242(d) of the Delaware General Corporation Law ("Section 242(d)"), which permits a corporation to increase or decrease the authorized number of shares of class of stock, or to reclassify by combining the issued shares of a class of capital stock into a lesser number of issued shares (that is, a reverse stock split) if, among other things, (a) the class of stock is listed on a national securities exchange and will meet the listing requirements of that exchange relating to the minimum number of holders immediately after the amendment becomes effective and (b) the votes cast "for" the amendment exceed the votes cast "against" the amendment at a meeting at which a quorum of the stockholders is present in person or by proxy. As a result, so long as the requirements of Section 242(d) are satisfied, increases or decreases to the number of shares of the Company's Class A common stock, and reverse splits of the Company's Class A common stock, may be approved by the votes cast standard described above. Broker non-votes, abstentions, and shares not present in person or by proxy at a stockholder meeting would have no effect on the outcome of whether these amendments are approved by stockhol

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As set forth in greater detail in Item 5.07 of this Current Report, at the Annual Meeting, the stockholders of the Company approved the amendment and restatement of the Nxu, Inc. 2023 Omnibus Incentive Plan (the "Amended Incentive Plan"). The primary purposes of the amendment and restatement are to (i) increase the number of shares of Class A common stock of the Company available for issuance under the Amended Incentive Plan by an additional 48,000,000 shares, and (ii) extend the last date on which awards can be made under the Amended Incentive Plan to August 13, 2034. A summary of the material terms of the Amended Incentive Plan is set forth in the section entitled "Proposal 2 – The Plan Proposal" of the Proxy Statement, which summary is incorporated herein by reference. Such summary and the foregoing description of the Amended Incentive Plan do not purport to be complete and are qualified in their entirety by reference to the Amended Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

07

Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held the Annual Meeting on August 14, 2024. The voting results were as follows: 1. To elect four directors to serve until the Company's 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. For Against Abstain Broker Non-Vote Mark Hanchett Class A common stock 1,356,265 376,134 183,282 2,161,130 Class B common stock 2,555,040 0 0 0 Total 3,911,305 376,134 183,282 2,161,130 Annie Pratt Class A common stock 1,349,511 376,236 189,934 2,161,130 Class B common stock 2,555,040 0 0 0 Total 3,904,551 376,236 189,934 2,161,130 Britt Ide Class A common stock 1,346,353 371,142 198,186 2,161,130 Class B common stock 2,555,040 0 0 0 Total 3,901,393 371,142 198,186 2,161,130 Jessica Billingsley Class A common stock 1,352,070 365,118 198,493 2,161,130 Class B common stock 2,555,040 0 0 0 Total 3,907,110 365,118 198,493 2,161,130 2. To consider and vote on a proposal to adopt and approve the Nxu, Inc. Amended and Restated 2023 Omnibus Incentive Plan. For Against Abstain Broker Non-Vote Class A common stock 1,282,894 428,113 204,674 2,161,130 Class B common stock 2,555,040 0 0 0 Total 3,837,934 428,113 204,674 2,161,130 3. To ratify the appointment of Prager Metis CPAs LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 . For Against Abstain Class A common stock 3,506,472 268,807 301,532 Class B common stock 2,555,040 0 0 Total 6,061,512 268,807 301,532 4. To consider and vote on a proposal to amend the Company's Certificate of Incorporation as amended. For Against Abstain Broker Non-Vote Class A common stock 1,418,832 278,902 217,947 2,161,130 Class B common stock 2,555,040 0 0 0 Total 3,973,872 278,902 217,947 2,161,130 5. For the holders of

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Exhibit 3.1 Certificate of Amendment of Certificate of Incorporation of Nxu, Inc., dated August 16, 2024 10.1 Nxu, Inc. Amended and Restated 2023 Omnibus Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NXU, INC. Date: August 16, 2024 By: /s/ Mark Hanchett Mark Hanchett Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing