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 9, 2022 (June 7, 2022)
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Fisker Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-38625 | | 82-3100340 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1888 Rosecrans Avenue
Manhattan Beach, California 90266
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (833) 434-7537
N/A
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | 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 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Class A Common Stock, par value of $0.00001 per share | | FSR | | The New York Stock Exchange |
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 7, 2022, Fisker Inc. (the “Company”) held an Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.
1. All three Class II directors were elected, each to serve a three-year term expiring at the 2025 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal.
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| Nominee | For | Withheld | Broker Non-Vote |
| Dr. Geeta Gupta-Fisker | 1,348,370,974 | 14,371,761 | 59,660,387 |
| Nadine I. Watt | 1,346,403,433 | 16,339,302 | 59,660,387 |
| William R. McDermott | 1,344,259,198 | 18,483,537 | 59,660,387 |
2. A vote was taken for the approval, on a non-binding, advisory basis, of the compensation of the named executive officers.
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| Votes For | Votes Against | Votes Abstained | Broker Non-Votes |
| 1,357,398,680 | 4,877,608 | 466,447 | 59,660,387 |
3. The approval, on a non-binding, advisory basis, of the frequency of future stockholder advisory votes on the compensation of the named executive officers was One Year.
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| 1 Year | 2 Years | 3 Years | Votes Abstained |
| 1,361,565,215 | 337,401 | 416,105 | 424,014 |
Based on the votes set forth above, the Company’s stockholders approved, on a non-binding, advisory basis, a frequency of One Year for the non-binding, advisory vote on the compensation of the Company’s named executive officers. The Board of Directors considered these voting results and other factors and has determined that the Company will hold future advisory votes on its executive compensation on an annual basis.
4. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022 was ratified.
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| Votes For | Votes Against | Votes Abstained |
| 1,420,988,299 | 985,050 | 429,773 |
Item 9.01 Financial Statements and Exhibits.
(d) List of Exhibits.
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Exhibit
No. | Description |
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| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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.
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| Date: June 9, 2022 | FISKER INC. |
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| By: | /s/ Geeta Gupta-Fisker |
| | Dr. Geeta Gupta-Fisker
Chief Financial Officer and Chief Operating Officer |
