8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 6, 2022

Date of Report (date of earliest event reported)

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Rivian Automotive, Inc.

(Exact name of registrant as specified in its charter)

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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:

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 5.07 - Submission of Matters to a Vote of Security Holders.

On June 6, 2022, Rivian Automotive, Inc. (the "Company") held its Annual Meeting of Stockholders. Holders of the Company's Class A common stock were entitled to one vote per share held as of the close of business on April 11, 2022 (the "Record Date") and holders of the Company's Class B common stock were entitled to ten votes per share held as of the Record Date. A total of 700,121,231 shares of the Company's Class A common stock and 7,825,000 shares of the Company's Class B common stock were presented in person or represented by proxy at the meeting, representing approximately 80.15% of the combined voting power of the Company's Class A and Class B common stock as of the Record Date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2022.

Item 1 — Election of three Class I directors for a term of office expiring on the date of the annual meeting of stockholders in 2025 and until their respective successors have been duly elected and qualified.

Item 2 — Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

Item 3 — 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 frequency of future advisory votes on the compensation of the Company's named executive officers.

Based on the foregoing votes, Robert J. Scaringe, Peter Krawiec and Sanford Schwartz were elected, Items 2 and 3 were approved and the Company's stockholders recommended that future stockholder advisory votes on the compensation of the Company's named executive officers be held every year. Based on the foregoing voting results and consistent with the recommendation of the Board of Directors of the Company (the "Board"), the Board has determined to hold an advisory vote on the compensation of the Company's named executive officers every year until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company's named executive officers is submitted to the Company's stockholders or the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders.

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.