8-K
LiveWire Group, Inc. (LVWR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2023
LiveWire Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41511 | 87-4730333 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> File Number) | (IRS Employer<br>Identification No.) |
3700 West Juneau Avenue, Milwaukee, Wisconsin 53208
(Address of principal executive offices, including zip code)
(650) 447-8424
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | LVWR | New York Stock Exchange |
| Warrants to purchase common stock | LVWR WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On June 8, 2023, LiveWire Group, Inc. (the “Company”) announced that the Board of Directors appointed Messrs. Hiromichi Mizuno and Paul Krause to serve on the Board of Directors, effective June 12, 2023. Mr. Mizuno will receive the Company’s standard director compensation, which is described under the heading “2023 Director Compensation Program” in the Company’s proxy statement for its 2023 annual meeting of stockholders. Mr. Krause will not be entitled to receive any additional compensation for his service as a director because he serves as the Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary of Harley-Davidson, Inc.
A copy of the related Press Release announcing the appointments of Messrs. Mizuno and Krause to the Board of Directors is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) Exhibits. | |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release of LiveWire Group, Inc., dated June 8, 2023 |
| --- | --- |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| LiveWire Group, Inc. | |
|---|---|
| Date: June 8, 2023 | /s/ Amanda Parker |
| Amanda Parker | |
| Chief Legal Officer & Corporate Secretary |
2
Document
LiveWire Group, Inc. appoints Hiromichi Mizuno to Board of Directors
MILWAUKEE, June 8, 2023 / PRNewswire/ -- LiveWire Group, Inc. (“LiveWire”) (NYSE: LVWR) today announced the appointment of Mr. Hiromichi (Hiro) Mizuno to the Company's Board of Directors, effective June 12, 2023.
“Hiro is a global thought leader in sustainable investments and brings both extensive international financial experience and EV sector expertise that will be greatly beneficial as we expand into new markets and enter our next phase of growth to lead the electrification of the sport,” said Jochen Zeitz, Chairman, President and CEO, Harley-Davidson and Chairman and CEO, LiveWire. “We are excited to welcome Hiro to the Board of Directors and look forward to the valuable insights he will bring to continue advancing LiveWire’s mission to be the ultimate electric motorcycle brand in the world.”
Mizuno is a Japanese financial executive and has played significant roles in the field of sustainable investments, formerly serving as United Nations Special Envoy on Innovative Finance and Sustainable Investments.
He previously served as Executive Managing Director and Chief Investment Officer of Government Pension Investment Fund of Japan (GPIF), the largest pension fund in the world. Additionally, Mizuno has served as a non-Executive board member of Tesla, Inc. and serves as a Mission Committee Member at Danone, S.A.
Mizuno holds an M.B.A. from the Kellogg Graduate School of Management at Northwestern University.
Additionally, Paul Krause, Chief Legal Officer at Harley-Davidson will also be appointed to the Board of Directors of LiveWire Group, Inc. effective June 12, 2023.
About LiveWire LiveWire has a dedicated focus on the electric motorcycle sector. LiveWire’s majority shareholder is Harley-Davidson, Inc. LiveWire comes from the lineage of Harley-Davidson and is capitalizing on a decade of its learnings in the EV sector. With a dedicated focus on EV, LiveWire plans to develop the technology of the future and to invest in the capabilities needed to lead the transformation of motorcycling. www.livewire.com