Luminar Technologies Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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): October 30, 2024
LUMINAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (800 ) 532-2417
N/A
(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 class | Trading symbol | Name of each exchange on which registered | ||||||||||||
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 October 30, 2024, Luminar Technologies, Inc. (the “Company”) held its special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved (1) an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to, at the discretion of the Company’s Board of Directors (the “Board”), effect a reverse stock split (the “Reverse Stock Split”) with respect to the Company’s issued and outstanding Class A Common Stock and Class B Common Stock (collectively, the “Common Stock”), including any Common Stock held by the Company as treasury shares, at any time prior to December 31, 2024, at a ratio of 1-for-5 to 1-for-20 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board without further approval or authorization of the Company’s stockholders (“Proposal No. 1”), and (2) the adjournment or adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 (“Proposal No. 2”). A total of 1,179,710,680 votes, or 85.5% of the voting power of the shares of the Company’s Common Stock outstanding as of the record date of September 5, 2024, were represented in person or by proxy at the Special Meeting. The matters voted on by the Company’s stockholders and the voting results are as follows:
1. Amendment of the Charter to Effect the Reverse Stock Split at the Discretion of the Board. Proposal No. 1 received the following votes:
| Votes For | Votes Against | Abstained | ||||||||||||
| 1,135,044,554 | 42,735,817 | 1,930,309 | ||||||||||||
2. Adjournment of the Special Meeting. Although Proposal No. 2 was approved by the following votes, adjournment of the Special Meeting was not necessary or appropriate because stockholders approved Proposal No. 1.
| Votes For | Votes Against | Abstained | ||||||||||||
| 1,132,891,298 | 41,999,303 | 4,820,079 | ||||||||||||
SIGNATURES
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.
| Luminar Technologies, Inc. | ||||||||
| Date: November 1, 2024 | By: | /s/ Thomas J. Fennimore | ||||||
| Name: | Thomas J. Fennimore | |||||||
| Title: | Chief Financial Officer | |||||||