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    Evolv Technologies Holdings Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/23/25 5:19:57 PM ET
    $EVLV
    Computer peripheral equipment
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    Get the next $EVLV alert in real time by email
    nhic-20250620
    0001805385False00018053852025-06-202025-06-200001805385us-gaap:CommonClassAMember2025-06-202025-06-200001805385nhic:WarrantsToPurchaseOneShareOfClassCommonStockMember2025-06-202025-06-20

    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): June 20, 2025
    Evolv Technologies Holdings, Inc.
    (Exact name of registrant as specified in its charter)
    Delaware001-3941784-4473840
    (State or other jurisdiction
    of incorporation)
    (Commission
    File Number)
    (IRS Employer
    Identification No.)
    500 Totten Pond Road, 4th Floor
    Waltham, Massachusetts
    02451
    (Address of principal executive offices)(Zip Code)
    (781) 374-8100
    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 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 classTrading Symbol(s)Name of each exchange on which
    registered
    Class A common stock, par value $0.0001 per shareEVLVThe Nasdaq Stock Market
    Warrants to purchase one share of Class A common stockEVLVWThe Nasdaq Stock 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 June 20, 2025, Evolv Technologies Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, a total of 118,376,148 shares of Class A common stock were present in person or represented by proxy, representing approximately 72.41% percent of the Company’s Class A common stock outstanding as of the April 21, 2025 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2025.
    Item 1 - Election of four Class I directors to serve until the Company’s annual meeting of stockholders to be held in 2028 and until their respective successors have been duly elected and qualified.

    Votes FORVotes WITHHELDBroker Non-Votes
    Kevin Charlton80,505,5061,081,22736,789,415
    John Kedzierski81,082,111504,62236,789,415
    Kimberly Sheehy71,596,1619,990,57236,789,415
    Bilal Zuberi 72,948,5048,638,22936,789,415
    Item 2 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

    Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
    79,961,6181,425,477199,63836,789,415

    Item 3 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

    Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
    117,624,914546,936204,2980


    Based on the foregoing votes, each of Kevin Charlton, John Kedzierski, Kimberly Sheehy, and Bilal Zuberi was elected as a Class I director, and each of Items 2 and 3 was approved.



    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.
    Evolv Technologies Holdings, Inc.
    Date: June 23, 2025
    By:/s/ John Kedzierski
    Name:John Kedzierski
    Title:Chief Executive Officer

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