0001759631FALSE00017596312024-02-132024-02-13

Date of Report (Date of earliest event reported): February 13, 2024

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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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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. ☐

Effective February 13, 2024, Mr. Andrew Card, Jr. and Mr. Stephen Pang have resigned from the Board of Directors of Hyliion Holdings Corp. Mr. Card is pursuing a new leadership role with the George & Barbara Bush Foundation, and Mr. Pang is resigning due to personal reasons. Neither resignation was due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company sincerely thanks Mr. Card and Mr. Pang for their contributions and dedication to the Company. In connection with the resignations of Mr. Card and Mr. Pang, on February 13, 2024, the Board voted to decrease the size of the Board from ten members to eight.

In connection with our transition away from the powertrain business, Mr. Dennis Gallagher will depart from his role as Chief Operating Officer, effective February 29, 2024. Mr. Gallagher’s departure is not a result of any disagreement with the Company or its Board of Directors on any matter relating to the Company’s operations, policies or practices. The Company sincerely thanks Mr. Gallagher for his leadership and contributions to the Company.

Mr. Gallagher’s departure constitutes a “Qualifying Termination” under the Hyliion Holdings Corp. Executive Severance Plan effective May 4, 2023, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Severance Plan”), and, subject to his qualifying and remaining qualified during the provision of payments and benefits pursuant to the Severance Plan, he will be entitled to receive all of the payments and benefits specified upon a Qualifying Termination under Article 2 of the Severance Plan.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.