6-K
Wallbox N.V. (WBX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 001-40865
Wallbox N.V.
(Translation of registrant’s name into English)
Carrer delFoc, 68
Barcelona, Spain 08038
Tel: +34 930 181 668
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
EXPLANATORY NOTE
On May 13, 2022, Wallbox N.V. (“Wallbox” or the “Company”) published information relating to its Annual General Meeting of shareholders to be held on June 22, 2022. A copy of the Invitation Announcement to the 2022 Annual General Meeting of Wallbox N.V., dated as of May 13, 2022, is attached as Exhibit 99.1 hereto, and the convocation notice and explanatory notes, annual report and form of voting proxy are available on the Investors Relations section of Wallbox’s website at investors.wallbox.com.
Copies of the annual report for the financial year 2021, the annual accounts for the financial year 2021 and the explanatory notes to the agenda (as well as any other annual general meeting materials) are available for inspection and can be obtained free of charge by shareholders and others through the Company’s website at investors.wallbox.com and at the offices of the Company at Carrer del Foc 68, 08038 Barcelona, Spain, until the close of the annual general meeting.
EXHIBIT INDEX
| ExhibitNo. | Description |
|---|---|
| 99.1 | Invitation Announcement to the 2022 Annual General Meeting of Wallbox N.V., dated as of May 13, 2022 |
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.
| Wallbox N.V. | ||
|---|---|---|
| Date: May 13, 2022 | By: | /s/ Enric Asunción Escorsa |
| Enric Asunción Escorsa | ||
| Chief Executive Officer |
EX-99.1
Exhibit 99.1
Date: Amsterdam, the Netherlands, 13 May 2022
WALLBOX N.V.
with its official seat in Amsterdam, the Netherlands
INVITATION
To the 2022 Annual General Meeting (AGM) of Wallbox N.V. (Company)
at 3:00 p.m. CET on Wednesday 22 June 2022
at the Hilton Amsterdam Airport Schiphol at Schiphol Boulevard 701, 1118 BN Schiphol, the Netherlands
Agenda
| (1) | Opening |
|---|---|
| (2) | Discussion of the annual report for the financial year 2021 (discussion item) |
| --- | --- |
| (3) | Adoption of the annual accounts for the financial year 2021 (voting item) |
| --- | --- |
| (4) | Explanation of policy on reserves and dividends (discussion item) |
| --- | --- |
| (5) | Discharge from liability of the directors for the performance of their duties during the financial year 2021<br>(voting item) |
| --- | --- |
| (6) | Reappointment and appointment of the following seven directors of the Company for a term expiring at the end of<br>the Company’s annual general meeting to be held in the year 2023 (voting items): |
| --- | --- |
| (a) | Reappointment of Enric Asunción Escorsa as executive director |
| --- | --- |
| (b) | Reappointment of Beatriz González Ordóñez as<br>non-executive director |
| --- | --- |
| (c) | Reappointment of Francisco J. Riberas Mera as non-executive director<br> |
| --- | --- |
| (d) | Reappointment of Diego Diaz Pilas as non-executive director<br> |
| --- | --- |
| (e) | Reappointment of Pol Soler Masferrer as non-executive director<br> |
| --- | --- |
| (f) | Reappointment of Carl A.W. Pettersson as non-executive director<br> |
| --- | --- |
| (g) | Appointment of Donna Kinzel as non-executive director<br> |
| --- | --- |
| (7) | Approval of RSU Scheme for non-executive directors of the Company<br>(voting item) |
| --- | --- |
| (8) | Authorization of the board to acquire shares in its own capital (voting item) |
| --- | --- |
| (9) | Reappointment of BDO Audit & Assurance B.V. as external auditor for the financial year 2022 (votingitem) |
| --- | --- |
| (10) | Any other business |
| --- | --- |
| (11) | Closing |
| --- | --- |
Notes
Copies of the annual report for the financial year 2021, the annual accounts for the financial year 2021 and the explanatory notes to the agenda (as well as any other meeting materials) are available for inspection and can be obtained free of charge by shareholders and others through the Company’s website (https://investors.wallbox.com) and at the offices of the Company at Carrer del Foc 68, 08038 Barcelona, Spain, until the close of the AGM.
Record Date and designated registers
The record date for the AGM is Wednesday 25 May 2022 (Record Date). Those persons with meeting right and those persons with voting rights with respect to shares in the capital of the Company who are listed as such on the Record Date in the Company’s shareholders’ register or in the register maintained by the Company’s U.S. transfer agent, Continental Stock
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Transfer & Trust Company, may attend and, if relevant, vote at the AGM (Registered Holders), regardless of who is entitled to the shares in the capital of the Company at the date of the AGM.
Attendance and voting
Class A shares in the capital of the Company confer the right to cast one vote at the AGM. Class B shares in the capital of the Company confer the right to cast ten votes at the AGM.
Attendance and voting at the meeting in person
Registered Holders and persons who beneficially own shares in the capital of the Company through a broker, bank, nominee or other financial intermediary on the Record Date (Beneficial Owners), who wish to attend and vote at the AGM, must notify the Company in writing of their intention to do so no later than 6:00 a.m. CET on Monday 20 June 2022.
Registered Holders must (i) include in their notification to the Company their name and the number of shares in the capital of the Company held by them on the Record Date, (ii) enclose with their notification proof of their ownership of the relevant shares and bring such proof to the AGM, and (iii) bring proof of identity to the AGM.
Beneficial Owners must have their broker, bank, nominee or other financial intermediary with whom the underlying shares in the capital of the Company are on deposit, issue a proxy to them which confirms they are authorized to take part in and vote at the AGM. These Beneficial Owners must (i) include in their notification to the Company their name and the number of shares beneficially owned by them on the Record Date, (ii) enclose with their notification proof of their beneficial ownership of the relevant shares, such as a recent account statement, as well as the aforementioned proxy issued to them, and bring such proof and proxy to the AGM, and (iii) bring proof of identity to the AGM.
Attendance and voting through proxy
In order to be represented and have votes cast at the AGM, Registered Holders may also have themselves represented at the AGM by an electronically recorded or written proxy. A proxy form can be downloaded from the Company’s website (https://investors.wallbox.com). Proxies must be submitted to the Company, such that they are received no later than on Tuesday 21 June 2022 (Eastern Time).
Beneficial Owners should contact and provide voting instructions to their broker, bank, nominee or other financial intermediary to ensure that an electronically recorded or written proxy is granted and submitted to the Company, such that the proxy is received no later than on Tuesday 21 June 2022 (Eastern Time).
Notifications and submission of documents to the Company
Any notification, proxy and any other document to be submitted to the Company in accordance with the procedures described above must be provided via regular mail or e-mail to Continental Stock Transfer & Trust Company, with a copy to the Company (or as otherwise instructed). The address details of Continental Stock Transfer & Trust Company and the Company for this purpose are as set out below:
Continental Stock Transfer & Trust Company
1 State Street – Floor 30
New York, NY 10004-1561
United States of America
Email:proxy@continentalstock.com
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Wallbox N.V.
c/o General Counsel
Carrer del Foc 68
08038
Barcelona
Spain
Email: agm@wallbox.com ****
Registration and admission
Registration will take place at the registration desk at the venue between 2:00 p.m. CET and the commencement of the AGM at 3:00 p.m. CET. It is not possible to register after this time. The chairperson of the AGM decides on all matters relating to admission to the AGM. Any notification, proxy and any other document to be submitted to the Company in accordance with the procedures described above received after the dates and/or times described above, may be ignored. Registered Holders, Beneficial Owners, proxyholders and other attendees who have not complied with or do not comply with the procedures described above may be refused entry to the AGM. ****
Videowebcast
The AGM can be followed remotely by way of a live video webcast. The link for the video webcast shall be made available at our website (https://investors.wallbox.com). No votes can be cast through this medium. ****
Other matters
In case you have any queries with respect to the AGM, please contact agm@wallbox.com. You are advised to check our website (https://investors.wallbox.com) on a regular basis for updates on the AGM. The official language of the AGM shall be the English language.
The Board,
Wallbox N.V.
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