Xos, Inc 8-K/A, filed Jun 8, 2023
Xos, Inc. (XOS)
8-K/A
2023-06-08
For: 2023-05-31
View Original
Added on
April 12, 2026
About this 8-K/A
Xos, Inc filed this 8-K/A on June 8, 2023, reporting on events of May 31, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 31, 2023
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(818 ) 316-1890
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
(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 obligations 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 each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
Explanatory Note
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 31, 2023, Xos, Inc., (the “Company”) virtually held its 2023 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting virtually or by proxy were the holders of 134,638,427 shares of common stock of the Company, representing 79.27% of the 169,829,056 shares of common stock outstanding as of the close of business on April 3, 2023, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.
At the Annual Meeting, the Company’s stockholders voted on six proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 20, 2023. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
1.To elect the following three Class II directors to hold office until the Company’s 2026 Annual Meeting of stockholders. The voting results were as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Alice Jackson | 115,071,586 | 3,433,723 | 16,133,118 | |||||||||||||||||
| George Mattson | 115,434,605 | 3,070,704 | 16,133,118 | |||||||||||||||||
| Giordano Sordoni | 117,286,058 | 1,219,251 | 16,133,118 | |||||||||||||||||
2.To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 133,705,583 | 209,285 | 723,559 | ||||||||||||
3.To approve an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 133,361,616 | 912,890 | 363,921 | ||||||||||||
4.To approve the issuance of 20% or more of the Company’s issued and outstanding common stock as of March 23, 2022, pursuant to the Standby Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”). The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 116,390,519 | 1,549,093 | 565,697 | ||||||||||||
5.To approve the issuance of 20% or more of the Company’s issued and outstanding common stock as of August 9, 2022, pursuant to the convertible debentures with Yorkville. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 116,370,953 | 1,563,844 | 570,512 | ||||||||||||
6.To approve the issuance of 20% or more of the Company’s issued and outstanding common stock to Aljomaih Automotive Co. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 116,823,467 | 1,135,605 | 546,237 | ||||||||||||
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: June 7, 2023
| XOS, INC. | ||||||||
| By: | /s/ Liana Pogosyan | |||||||
| Liana Pogosyan | ||||||||
| Acting Chief Financial Officer | ||||||||