Joby Aviation (JOBY) 8-K Joby Appoints Former FAA Administrator and Delta Board Member Michael Huerta

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): March 23, 2023

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Joby Aviation, Inc.

(Exact name of Registrant as Specified in Its Charter)

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Delaware			001-39524	98-1548118
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
333 ENCINAL STREET
SANTA CRUZ	,	California		95060
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 831 201-6700

2155 Delaware Avenue, Suite #225

Santa Cruz, CA 95060

(Former Name or Former Address, if Changed Since Last Report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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, par value $0.0001 per share	JOBY	New York Stock Exchange
Warrants to purchase common stock	JOBY WS	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 o

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. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Directors

On March 23, 2023, the board of directors (the “Board”) of Joby Aviation, Inc. (the “Company”) approved an increase to the size of the Board from eight members to nine members and appointed Michael P. Huerta as a Class I director, effective immediately, to fill the vacancy created by the increase. As a Class I director, Mr. Huerta’s term will expire at the Company’s 2025 annual meeting of stockholders. Mr. Huerta has not been named to any committees of the Board at this time.

As a non-employee director, Mr. Huerta is entitled to receive compensation paid pursuant to the Company’s Non-Employee Director Compensation Program (the “Program”), which is described in the Company’s Definitive Proxy Statement for its 2022 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2023, which description is incorporated herein by reference. Pursuant to the Program, Mr. Huerta will also receive a prorated annual equity grant based upon the number of days from his appointment through the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”), which will vest in full on the date of the 2023 Annual Meeting. In addition, the Company will enter into its form of Indemnification Agreement with Mr. Huerta, the form of which has been filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2023.

There are no transactions between the Company and Mr. Huerta that would be required to be reported under Item 404(a) of Regulation S-K.

Mr. Huerta was jointly selected for nomination by Delta Air Lines, Inc. (“Delta”) pursuant to Delta’s rights under the Umbrella Agreement entered into between Delta and the Company on October 7, 2022.

Item 7.01 Regulation FD Disclosure.

On March 24, 2023, the Company issued a press release entitled “Joby Appoints Former FAA Administrator and Delta Board Member Michael Huerta to the Company’s Board of Directors.” The press release is attached hereto as Exhibit 99.1 and incorporated herein solely for purposes of this Item 7.01 disclosure.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Report will not be deemed an admission as to the materiality of any information contained in this Item 7.01, including Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Description
99.1	Press Release, dated March 24, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 thereunto duly authorized.

			Joby Aviation, Inc.
Date:	March 24, 2023	By:	/s/ Matthew Field
		Name:	Matthew Field
		Title:	Chief Financial Officer