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): November 13, 2023
WORKHORSE GROUP INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 001-37673 | | 26-1394771 |
(State or Other Jurisdiction
of Incorporation) | | (Commission File Number) | | (IRS Employer
Identification Number) |
3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241
(Address of principal executive offices) (zip code)
(888) 646-5205
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ☐ | 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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | | WKHS | | The Nasdaq Capital Market |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 13, Workhorse Group Inc. (the “Company”) and Rick Dauch, the Company’s Chief Executive Officer, entered into an amendment (the “Amendment”) to Mr. Dauch’s employment agreement that generally reduces Mr. Dauch’s compensation. Mr. Dauch voluntarily entered into the Amendment to reflect his commitment to reducing costs and to align his compensation with actions the Company is taking for the benefit of employees, customers and stockholders. Specifically, the Amendment reduces Mr. Dauch’s (i) base salary from $1,000,000 to $780,000, (ii) target cash bonus range from 125% to 200% of his base salary to 100% to 200% of his base salary and (iii) equity incentive awards under the Company’s long-term incentive plan from $5,000,000 to $3,630,000. Subject to certain conditions and assumptions, the Company expects the total value of Mr. Dauch’s compensation to be reduced by $2,060,000.
Item 9.01. Exhibits.
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.
| | WORKHORSE GROUP INC. |
| | |
| Date: November 14, 2023 | By: | /s/ James D. Harrington |
| | Name: | James D. Harrington |
| | Title: | General Counsel, Chief Compliance Officer and Secretary |
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