Item 1.01 Entry into a Material Definitive Agreement.
On June 16, 2021, Canoo Technologies Inc. (“Canoo”), a wholly owned subsidiary of Canoo Inc. (the “Company”), and VDL Nedcar B.V. (“VDL Nedcar” and, together with Canoo, the “Parties”) entered into a binding term sheet for vehicle contract manufacturing (the “Term Sheet”). Pursuant to the Term Sheet, the Parties have agreed, among other things, that (a) VDL Nedcar will provide manufacturing services for at least the first run of Canoo’s Lifestyle Vehicle (the “Vehicles”); (b) VDL Nedcar will render its services in its existing facility in Born, Netherlands, with such additions or modifications as agreed by the Parties; and (c) under conditions to be agreed in a definitive agreement, VDL Nedcar will be responsible for the start of series production and volume ramp up for the Vehicles with the milestone dates and volumes agreed by the Parties. VDL Nedcar’s remuneration for its services will consist of non-recurring, one-time costs consisting of planning and start-up costs as well as project-specific investments to be paid up front by Canoo, and recurring costs consisting of a manufacturing fee, including a fixed cost, a variable cost per Vehicle, an agreed profit per Vehicle and depreciation of structural investments per Vehicle.
Pursuant to the Term Sheet, the Parties have agreed to enter into a subsequent framework agreement (“FA”) and one or more contract manufacturing agreement(s) (“CMAs”) that will be consistent with the terms set forth in the Term Sheet and other mutually agreeable terms and conditions as soon as practicable following the execution of the Term Sheet. However, if a CMA is not executed by November 30, 2021, or such other date as agreed to by the Parties, the Term Sheet will expire without liability. Upon the execution of the subsequent FA and CMAs, the Term Sheet will cease to be effective.
The foregoing description of terms of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 16, 2021, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the close of business on April 23, 2021, the record date of the Annual Meeting, the Company had 237,501,489 shares of common stock outstanding. The holders of 167,731,299 shares of the Company’s common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for the purpose of conducting business at the Annual Meeting.
Set forth below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting.
Proposal No. 1: Election of directors.
The Company’s shareholders elected the following nominees for director to serve as Class I directors for a term expiring in 2024 or until their successors shall have been elected and qualified.
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Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Debra von Storch | 141,702,040 | 1,433,315 | 24,595,944 |
Foster Chiang | 140,395,938 | 2,739,417 | 24,595,944 |
Greg Ethridge | 142,364,735 | 770,620 | 24,595,944 |
Proposal No. 2: Proposal to ratify of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was ratified.
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Votes For | Votes Against | Abstentions |
166,522,027 | 812,236 | 397,036 |
