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 18, 2022
Aeva Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
| 001-39228
| 84-3536151
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
555 Ellis Street
Mountain View, California 94043
(650) 481-7070
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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)) |
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, $0.0001 par value per share | | AEVA
| | New York Stock Exchange LLC
|
Warrants to purchase one share of common stock
| | AEVA.WS
| | New York Stock Exchange LLC
|
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. |
(a) On November 18, 2022, Aeva Technologies, Inc. (the "Company") held its 2022 Annual Meeting of Stockholders. At the meeting, the Company's stockholders voted on the following proposals:
1. Elect the Class I director named in the Company’s Proxy Statement to hold office until the 2025 annual meeting of stockholders and until their respective successors have been duly elected and qualified;
2. Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;
3. Approve an amendment to the Company’s 2021 Incentive Award Plan;
4. Approve the Company’s Employee Stock Purchase Plan;
5. Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers;
6. Advisory (non-binding) vote on the frequency of future advisory votes on executive compensation.
(b) The Class I nominee to the Board of Directors of the Company was elected at the meeting; proposals 2, 3, 4 and 5 received the affirmative votes required for approval; and proposal 6 received the majority of votes for “three years” as the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers.
The number of shares voted for, against and withheld, as well as the number of broker non-votes and abstentions, as the case may be, as to each proposal were as follows:
Proposal 1 - Election of the Class I nominee named in the proxy statement to the Company’s Board of Directors
| NOMINEE | FOR | WITHHOLD | BROKER NON-VOTE |
| Erin L. Polek | 124,265,371 | 218,938 | 30,454,411 |
Proposal 2 - Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2022
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
| 154,649,133 | 150,152 | 139,435 | - |
Proposal 3 – Approval of an amendment to the Company’s 2021 Incentive Award Plan
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
| 93,756,706 | 30,411,838 | 315,765 | 30,454,411 |
Proposal 4 - Approval of the Company’s Employee Stock Purchase Plan
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
| 97,841,434 | 26,203,088 | 439,787 | 30,454,411 |
Proposal 5 - Advisory vote to approve the compensation of the Company’s named executive officers
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
| 122,513,651 | 1,529,554 | 441,104 | 30,454,411 |
Proposal 6 - Advisory vote on the frequency of future advisory votes on executive compensation
| EVERY YEAR | EVERY TWO YEARS | EVERY THREE YEARS | ABSTAIN |
| 31,105,393 | 205,939 | 92,949,093 | 223,884 |
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.
Dated: November 23, 2022
Aeva Technologies, Inc.
By: /s/ Saurabh Sinha
Name: Saurabh Sinha
Title: Chief Financial Officer
