Lucid Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 4, 2024, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Lucid Group, Inc. (the “Company”), the Company’s stockholders approved the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan attached thereto) (the “Plan”). Under the Plan as approved by the Company’s stockholders at the Annual Meeting, the number of shares of Class A common stock (the “Common Stock”) available for issuance has been increased by 119,000,000 shares effective as of the date of the Annual Meeting. A complete description of the terms of the Plan can be found in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 25, 2024 (the “Proxy Statement”), which description is incorporated by reference herein. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the Plan and are qualified by reference to the full text of the Plan, which is attached herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting on June 4, 2024. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on April 10, 2024, the record date for the Annual Meeting, there were 2,307,027,046 shares of Common Stock outstanding and entitled to vote and 100,000 shares of series A convertible preferred stock outstanding and entitled to vote, which are convertible, in the aggregate, into 279,052,626 shares of Common Stock.
At the Annual Meeting, the Company’s stockholders voted on the following four proposals, each of which is described in more detail in the Proxy Statement. The number of votes cast with respect to each proposal was as indicated below.
| 1. | Election of Directors. The following nine nominees were elected to serve as directors until the Company’s 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal, based on the following results of voting: |
| Nominee | Votes For | Votes Withheld |
Broker Non-Votes | ||||||
| Turqi Alnowaiser | 1,726,972,063 | 24,921,035 | 260,636,188 | ||||||
| Lisa M. Lambert | 1,747,186,775 | 4,706,323 | 260,636,188 | ||||||
| Andrew Liveris | 1,732,003,875 | 19,889,223 | 260,636,188 | ||||||
| Sherif Marakby | 1,746,687,302 | 5,205,796 | 260,636,188 | ||||||
| Nichelle Maynard-Elliott | 1,743,060,699 | 8,832,399 | 260,636,188 | ||||||
| Chabi Nouri | 1,746,548,022 | 5,345,076 | 260,636,188 | ||||||
| Peter Rawlinson | 1,745,017,349 | 6,875,749 | 260,636,188 | ||||||
| Ori Winitzer | 1,745,834,176 | 6,058,922 | 260,636,188 | ||||||
| Janet S. Wong | 1,746,392,255 | 5,500,843 | 260,636,188 |
| 2. | Ratification of the Selection of the Independent Registered Public Accounting Firm. The ratification of the selection of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024, was ratified based on the following results of voting: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,998,118,338 | 10,309,494 | 4,101,454 | N/A |
| 3. | Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers. The results of the advisory vote regarding the Company’s 2023 executive compensation as disclosed in the Proxy Statement were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,727,706,804 | 22,573,197 | 1,613,097 | 260,636,188 |
| 4. | Approval of the Amendment and Restatement of the Lucid Group, Inc. Second Amended and Restated 2021 Stock Incentive Plan. The amendment and restatement of the Lucid Group, Inc. Second Amended and Restated 2021 Stock Incentive Plan was approved, based on the following results of voting: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,718,675,132 | 31,690,806 | 1,527,160 | 260,636,188 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan, attached thereto) | |
| 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 hereunto duly authorized.
| Dated: June 6, 2024 | Lucid Group, Inc. | |
| By: | /s/ Gagan Dhingra | |
| Gagan Dhingra | ||
| Interim Chief Financial Officer | ||