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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): December 29, 2023
CANOO INC.
(Exact name of registrant as specified in its charter)
|
Delaware (State
or Other Jurisdiction |
001-38824 (Commission
|
82-1476189 (I.R.S. Employer |
|
19951 Mariner Avenue Torrance, California |
90503 |
| (Address of principal executive offices) | (Zip Code) |
(424) 271-2144
(Registrant’s telephone number, including area code)
N/A
(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 obligation 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 |
||
| Common Stock, $0.0001 par value per share | GOEV | The Nasdaq Capital Market | ||
| Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | GOEVW | The Nasdaq Capital Market |
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 December 29, 2023, Canoo Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the close of business on October 27, 2023, the record date of the Annual Meeting, the Company had 704,742,479 shares of common stock outstanding. The holders of 368,870,802 shares of the Company’s common stock were present at the Annual Meeting, either online or by proxy, which constituted a quorum for the purpose of conducting business at the Annual Meeting.
Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting.
Proposal No. 1: Election of Directors.
The Company’s stockholders elected the following nominees for director to serve as directors for a term expiring in 2026 or until their successors shall have been elected and qualified.
| Name | Votes For | Votes Withheld | |||
| Tony Aquila | 217,257,535 | 11,006,051 | |||
| Josette Sheeran | 117,935,423 | 110,328,163 |
Proposal No. 2: Proposal to approve, by an advisory vote, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.
The compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved, on an advisory basis.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
| 207,421,584 | 18,398,801 | 2,443,201 | 140,607,216 |
Proposal No. 3: Proposal to ratify of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified.
| Votes For | Votes Against | Abstentions | |||
| 360,140,396 | 5,255,210 | 3,475,196 |
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.
| Date: January 2, 2024 | CANOO INC. | |
| By: | /s/ Hector Ruiz | |
| Name: | Hector Ruiz | |
| Title: | General Counsel and Corporate Secretary | |