Joby Aviation Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$JOBY
Aerospace
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 6, 2025
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(Exact name of Registrant as Specified in Its Charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
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| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s Telephone Number, Including Area Code: 831 201-6700
(Former Name or Former Address, if Changed Since Last Report)
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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:
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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 o
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. o
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 11, 2025, Joby Aviation, Inc. (the “Company”) the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to address the matters approved by the Company’s stockholders in Proposals 4 and 5 (as described in Item 5.07 below). That description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. These modifications were approved by the Company’s Board of Directors (the “Board”) in December 2024 and by the Company’s stockholders at the Annual Meeting (as defined below).
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2025, the Company held an Annual Meeting of Stockholders (the “Annual Meeting”) at which stockholders holding and entitled to vote 646,741,190 shares of the Company’s Common Stock, or approximately 82% of the total outstanding shares of the Company’s Common Stock as of the record date for the Annual Meeting were present in person or by proxy. At the Annual Meeting, the stockholders voted on the following proposals, each of which is described in detail in the Company’s 2025 Proxy Statement. The final voting results are reported below.
Proposal 1: To elect three Class I directors to serve until the 2028 Annual Meeting of Stockholders.
Director | For | Withheld | Broker Non-Votes | |||||||||||||||||
| Michael Huerta | 534,648,794 | 3,441,003 | 108,651,393 | |||||||||||||||||
| Tetsuo Ogawa | 477,752,573 | 60,337,224 | 108,651,393 | |||||||||||||||||
| Dipender Saluja | 502,830,230 | 35,259,567 | 108,651,393 | |||||||||||||||||
Proposal 2: To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
For | Against | Abstain | ||||||||||||
| 642,798,134 | 1,965,736 | 1,977,320 | ||||||||||||
Proposal 3: To approve, in a non-binding advisory vote, the compensation of the Company’s named executive officers (the “Say on Pay Vote”).
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 521,708,946 | 11,357,172 | 5,023,679 | 108,651,393 | |||||||||||||||||
Proposal 4: To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 1,400,000,000 to 2,800,000,000.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 626,802,406 | 17,798,391 | 2,140,393 | — | |||||||||||||||||
Proposal 5: To approve an amendment to the Company’s Certificate of Incorporation to revise certain provisions related to the ownership of U.S. air carriers.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 534,336,452 | 2,338,769 | 1,414,576 | 108,651,393 | |||||||||||||||||
Proposal 6: To approve an amendment to the Company’s Certificate of Incorporation to limit the liability of certain of the Company’s officers, as permitted by Delaware law.
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 525,909,617 | 10,675,235 | 1,504,945 | 108,651,393 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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 thereunto duly authorized.
| Joby Aviation, Inc. | |||||||||||
| Date: | June 12, 2025 | By: | /s/ Kate DeHoff | ||||||||
Name: | Kate DeHoff | ||||||||||
| Title: | General Counsel and Corporate Secretary | ||||||||||