Rivian Automotive Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$RIVN
Auto Manufacturing
Consumer Discretionary
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)
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Rivian Automotive, Inc.
(Exact name of registrant as specified in its charter)
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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) | |||||||||||||||||
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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 ☐
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 18, 2024, Rivian Automotive, Inc. (the "Company") held its Annual Meeting of Stockholders. Holders of the Company's Class A common stock were entitled to one vote per share held as of the close of business on April 24, 2024 (the "Record Date") and holders of the Company's Class B common stock were entitled to ten votes per share held as of the Record Date, and voted together as a single class on each of the proposals set forth below. A total of 686,036,667 shares of the Company's Class A common stock and 7,825,000 shares of the Company's Class B common stock were presented in person or represented by proxy at the meeting, representing approximately 71.71% of the combined voting power of the Company's Class A and Class B common stock as of the Record Date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2024.
Item 1 — Election of two Class III directors to serve until the 2027 annual meeting of stockholders and until their respective successors shall have been duly elected and qualified.
| Nominee | Votes FOR | Votes WITHHELD | Broker Non-Votes | ||||||||
| Jay Flatley | 494,189,161 | 16,732,879 | 253,364,627 | ||||||||
| John Krafcik | 501,893,413 | 9,028,627 | 253,364,627 | ||||||||
Item 2 — Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | ||||||||
| 750,256,500 | 8,492,054 | 5,538,113 | 0 | ||||||||
Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | ||||||||
| 477,970,313 | 31,517,754 | 1,433,973 | 253,364,627 | ||||||||
Based on the foregoing votes, Jay Flatley and John Krafcik were elected, and Items 2 and 3 were approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RIVIAN AUTOMOTIVE, INC. | ||||||||
Date: June 21, 2024 | By: | /s/ Claire McDonough | ||||||
| Name: | Claire McDonough | |||||||
| Title: | Chief Financial Officer | |||||||