8-K
Solid Power, Inc. (SLDP)
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):May 24, 2023
SolidPower, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-40284 | 86-1888095 |
|---|---|---|
| (State or other jurisdictionof incorporation) | (CommissionFile Number) | (I.R.S. EmployerIdentification Number) |
| 486 S. Pierce Avenue, Suite E<br><br> <br>Louisville, Colorado | 80027 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip code) |
(303) 219-0720
(Registrant’s telephone number, includingarea code)
Not Applicable
(Former name or former address, if changed sincelast 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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement<br>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 | TradingSymbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common stock, par value $0.0001 per share | SLDP | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 | SLDPW | The Nasdaq Stock Market LLC |
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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 May 24, 2023, Solid Power, Inc. (the “Company”) held its 2023 annual meeting of stockholders. Of the 177,515,091 shares of common stock entitled to vote at the annual meeting, 120,253,069 were voted.
At the annual meeting, the stockholders elected the three individuals nominated to be Class II directors, ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and cast an advisory vote on the frequency of future advisory votes regarding executive compensation.
Election results for the directors nominated at the annual meeting were as follows:
| Nominee | For | Withhold | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| Steven Goldberg | 83,827,301 | 4,947,494 | 31,478,274 | |||
| Aleksandra Miziolek | 81,308,306 | 7,466,489 | 31,478,274 | |||
| MaryAnn Wright | 87,359,919 | 1,414,876 | 31,478,274 |
Election results for the ratification of the appointment of Ernst & Young, LLP as the independent registered accounting firm for the fiscal year ending December 31, 2023 were as follows:
| For | Against | Abstain | |||
|---|---|---|---|---|---|
| 118,614,231 | 1,346,737 | 292,101 |
Election results for the advisory vote on the frequency of future advisory votes regarding executive compensation were as follows:
| One Year | Two Years | Three Years | Abstain | Broker<br> <br>Non-Votes | |||||
|---|---|---|---|---|---|---|---|---|---|
| 87,396,306 | 266,476 | 886,634 | 225,379 | 31,478,274 |
In light of the results of this advisory vote, and consistent with the recommendation of the Company’s Board of Directors (the “Board”), the Board has determined that the Company will hold an advisory vote on executive compensation for named executive officers every year until the next required advisory vote on the frequency of future advisory votes regarding executive compensation.
SIGNATURE
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.
| Dated: May 25, 2023 | SOLID POWER, INC. | |
|---|---|---|
| By: | /s/ James Liebscher | |
| Name: James Liebscher | ||
| Title: Chief Legal Officer and Secretary |