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 2, 2023

WORKHORSE GROUP INC. 

(Exact name of registrant as specified in its charter)

3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241

(Address of principal executive offices) (zip code)

(888) 646-5205 

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 2, 2023, at the 2023 annual meeting of stockholders (the “Annual Meeting”) of Workhorse Group Inc. (the “Company”), the Company’s stockholders approved the Workhorse Group Inc. 2023 Long-Term Incentive Plan (the “Plan”). The Company’s board of directors (the “Board”) previously adopted the Plan on February 22, 2023, subject to stockholder approval. The Board amended the Plan on April 21, 2023 to reduce the number of shares of the Company’s common stock available for issuance under the Plan from 5,000,000 shares to 4,500,000 shares.

For a description of the Plan, see the section entitled “Proposal No. 3: Approval of the Workhorse Group Inc. 2023 Long-Term Incentive Plan” of the Company’s definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on March 23, 2023 (the “Proxy Statement”), as supplemented by additional proxy materials filed with the SEC on April 24, 2023 (the “Additional Proxy Materials”). The description of the Plan set forth in the Proxy Statement, as supplemented by the Additional Proxy Materials, is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Plan, as amended by the Board on April 21, 2023, was attached as Appendix A to the Additional Proxy Materials and is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On May 2, 2023, the Company held its Annual Meeting. As of March 6, 2023, the record date for holders of shares of common stock (the “Shares”) entitled to vote at the Annual Meeting, there were 170,823,669 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 92,513,088, or approximately 54.15% of the Shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Articles of Incorporation. There were three matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each such matter.

Proposal 1 - Election of eight nominees to serve on the Board of Directors until the next annual meeting or until their respective successors are duly elected and qualified.

The shareholders elected all eight of the nominees as directors.

Proposal 2 - Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2023.

The shareholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2023.

Proposal 3 – Approval of the Workhorse Group Inc. 2023 Long-Term Incentive Plan.

The shareholders approved the Workhorse Group Inc. 2023 Long-Term Incentive Plan.

Item 8.01. Other Events.

On May 2, 2023, the Company issued a press release about the meeting results. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K are forward-looking statements that involve a number of risks and uncertainties. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from the Company’s expectations. Additional factors that could cause actual results to differ materially from those stated or implied by the Company’s forward-looking statements are disclosed in the Company’s reports filed with the Securities and Exchange Commission.

Item 9.01. Exhibits.

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.

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