Concerned Stockholders of Nikola Corp. Introduce Slate of Independent Director Candidates for Election to the Company's Board at the 2024 Annual Meeting
Contends the Case for Significant Change in the Boardroom is Clear Following Years of Poor Corporate Governance, Operational Underperformance, Stock Dilution and Considerable Financial Losses
Highlights the Destruction of Nearly 100% of Nikola's Value Since Chief Executive Officer Steve Girsky and Chair Steve Shindler Took Control in 2020
Notes That Group's Five Highly Qualified and Independent Director Candidates Possess Experience in Strategic Planning, Executive Leadership, Operations, Manufacturing and the Electric Vehicle Industry
M&M Residual, LLC (together with its affiliates and the participants named herein, the "Concerned Stockholder Group," "we" or our "Group") owns approximately 4.5% of the outstanding common stock of Nikola Corporation (NASDAQ:NKLA) ("Nikola" or the "Company"), making it a top stockholder. Today, the Concerned Stockholder Group issued the below statement regarding its nomination of five highly qualified and independent director candidates for election to the Company's nine-member Board of Directors (the "Board") at the 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting").
"Our five-member slate of highly qualified and independent candidates is excited about the opportunity to help fix Nikola's addressable issues and put the Company back on the path to value creation. Since taking over as Chair in 2020, CEO Steve Girsky and his Board have overseen a staggering and consistent decline in Nikola's stock from $30+ per share to a delisting Nasdaq price of less than seventy cents per share.1 Clearly, the status quo cannot continue. While the Board recently publicly stated that it rejected our nominations, the reality is that the Company has not legally done so and that our nominations still stand. Our slate of director candidates is highly qualified, wholly independent and focused on one goal: implementing a lasting turnaround that unlocks the significant potential of Nikola.
For approximately four years now, the Board has overseen operational underperformance, value destructive acquisitions, the breakdown of the Iveco Group-Nikola partnership, the loss of meaningful European market share and the sale of key assets while taking on debt. These actions (among other concerning missteps surrounding safety and disclosures) have resulted in the destruction of nearly 100% of stockholder value.2 Concerningly, the Board also diluted Nikola shares to the tune of an additional 800 million last year, so that over 1.6 billion total shares are now authorized with over 1 billion shares in circulation.3 After destroying significant value and diluting stockholders as Chair, Steve Girsky then took the helm as CEO in August 2023. Under Mr. Girsky's leadership, stockholders suffered an approximate 72% decline in value. No matter how you look at it, over all relevant time periods this management team and Board have obliterated stockholder value and put our Company at risk.
In our view, such disastrous returns reflect these individuals' inability to lead the Company. In fact, our Group has been approached by numerous stockholders who want to see CEO Steve Girsky and his Board replaced with high-integrity individuals. This is a reasonable request, especially considering Nikola recently disclosed that substantial doubt exists regarding its ability to continue as a going concern through the next 12 months.4 This followed a material weakness being identified in the Company's 2022 financial reporting. Time is clearly of the essence for Nikola stockholders who cannot afford to wait – the time for boardroom change is now.
In stark contrast to the current Board, our independent slate includes proven founders and executives who collectively possess the operational, supply chain and electric vehicle experience that we believe will be required to initiate a value-enhancing turnaround at Nikola. Our five-member slate has already begun working on an operating strategy that considers the interests of stockholders, employees, partners and customers. In the coming weeks, we look forward to engaging with our fellow stockholders to achieve our goal of helping Nikola enhance its corporate governance, improve operations, increase sales, pay off debt and optimize the Company's capital structure. With the right leadership and strategy in place, we believe Nikola can return to its pole position as a next-generation provider of revolutionary energy and transportation solutions."
The Concerned Stockholder Group's highly qualified and independent slate of director candidates include:
Cole Cannon
Mr. Cannon is a local entrepreneur and lawyer with extensive M&A experience that would be extremely valuable to the Nikola Board.
- Founder of EMBR Motors Inc., a vehicle manufacturing start-up steeped in EV technology that recently acquired all the Badger, Powersport and WAV programs from Nikola Corp.
- Owner and attorney at Cannon Law Group, PLLC, a law firm he founded in 2008 specializing in business, mergers & acquisitions, real estate and personal planning services.
- Currently serves on the University of Utah National Honors Advisory Board of Directors and in leadership positions for several real estate development companies in Arizona, as well as the co-owner and manager of Action Opportunity Fund, a qualified opportunity fund that focuses on improving opportunity zones areas in Arizona and Utah.
Derek Johnson
Mr. Johnson possesses significant business management, logistics and supply chain experience that would be extremely valuable to the Nikola Board.
- Founder of Cowboy Up, LLC, a business consulting company focused on developing comprehensive business strategies and achieving profitability improvements, as well as operational and financial efficiencies for clients.
- Previously served as a Route Manager at Western Wyoming Beverages, Inc., a supplier and distributor of alcoholic and soft beverages.
- Holds a B.S. in Business Management, Logistics, Materials and Supply Chain Management from Brigham Young University – Idaho and a M.B.A in Logistics, Materials and Supply Chain Management from the Marriott School of Business at Brigham Young University.
Hans Peterson
Mr. Peterson is an entrepreneur with extensive experience in the custom vehicle space that would be extremely valuable to the Nikola Board.
- Serves as the Vice President of Marketing and Relations at Sparks Motors, LLC, a builder and seller of custom high-performance vehicles.
- Previously served in positions of increasing seniority at Sparks Motors, LLC, including Shop Manager and Social Media Manager, since 2015.
- Currently owns and operates Hans on Management, a real estate management and rental company.
Paul Southam
Mr. Southam is a former CEO with two decades of executive management experience and prior board service that would be extremely valuable to the Nikola Board.
- Co-Founder and Chairman of the Board of Directors of Figure Financial, Inc., a privately held tax strategy company.
- Currently serves as Co-Founder and Chairman of the Board of Directors of Clear Home, Inc. (f/k/a Clear Satellite, Inc.), a privately held home service sales and installation company.
- Previously served as Chief Executive Officer of Clear Home, Inc. for over twenty years.
Dave Sparks
Mr. Sparks is a founder and CEO of multiple vehicle manufacturer and marketplace companies with extensive engineering and electric vehicle technology experience that would be extremely valuable to the Nikola Board.
- Founder and Chief Executive Officer of Sparks Motors, LLC, a builder and seller of custom high-performance vehicles.
- Founder of EMBR Motors Inc., a vehicle manufacturing start-up steeped in EV technology that recently acquired all the Badger, Powersport and WAV programs from Nikola Corp.
- Previously served as Co-Founder and Chief Executive Officer of DieselSellerz.com, LLC, an online classified listings company for buying and selling vehicles.
- An expert in social media and influencing with millions of followers who closely follow his ventures.
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CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
M&M Residual, LLC, a Nevada limited liability company ("M&M Residual"), together with the other participants named herein (collectively, the "Concerned Stockholders"), intend to file a preliminary proxy statement and accompanying universal proxy card with the Securities and Exchange Commission (the "SEC") to be used to solicit votes for the election of its slate of director nominees at the 2024 annual meeting of stockholders of Nikola Corporation, a Delaware corporation (the "Company").
THE CONCERNED STOCKHOLDERS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be M&M Residual, Trevor R. Milton, Cole Cannon, Derek Johnson, Hans Peterson, Paul Southam, and Dave Sparks.
As of the date hereof, M&M Residual directly owns 51,047,726 shares of common stock, par value $0.0001 per share, of the Company (the "Common Stock"). As of the date hereof, as the Manager of M&M Residual, Mr. Milton may be deemed to beneficially own the 51,047,726 shares of Common Stock directly owned by M&M Residual and Mr. Milton may be deemed to beneficially own the 1,250,000 shares of Common Stock directly owned by Mr. Milton's spouse, constituting an aggregate of 52,297,726 shares of Common Stock. As of the date hereof, Mr. Peterson directly owns 71 shares of Common Stock. As of the date hereof, Mr. Sparks directly owns 164 shares of Common Stock. As of the date hereof, none of Messrs. Cannon, Johnson, or Southam own any shares of Common Stock.
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1 Source: Bloomberg.
2 Total stockholder returns ("TSR") since CEO Steve Girsky joined the Board on June 4, 2020 is -97.90%. TSR since Chairman Steve Shindler joined the Board on September 29, 2020 is -96.04%. TSR includes dividends reinvested using a closing price of February 8, 2024, the day before Nikola made the Group's nomination public. Source: Bloomberg.
3 Details regarding Proposal Two: Amendment to Our Restated Certificate to Increase the Authorized Number of Shares of Common Stock included in the Company's preliminary 2023 Proxy Statement filed April 24, 2023 (here).
4 Nikola 10-Q filed November 2, 2023.
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