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): October 14, 2022
Energy Vault Holdings, Inc.
(Exact name of registrant as specified in its charter)
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| | | | |
| Delaware | | 001-39982 | | 85-3230987 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | | | | | |
4360 Park Terrace Drive, Suite 100 Westlake Village, California | | 91361 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (805) 852-0000
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:
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| | | | |
| Title of each class | | Trading symbol | | Name of each exchange
on which registered |
| Common Stock, par value $0.0001 per share | | NRGV | | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01 Other Events
The Company expects to hold its first annual meeting of stockholders (the “2022 Annual Meeting”) on Tuesday, December 20, 2022. A proxy statement with further information regarding the 2022 Annual Meeting will be distributed to stockholders prior to such meeting.
Deadline for Rule 14a-8 Stockholder Proposals
Under the Securities and Exchange Commission’s proxy rules, the Company has set the deadline for submission of proposals to be included in the proxy materials for the 2022 Annual Meeting as October 24, 2022, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials. Accordingly, in order for a stockholder proposal to be considered for inclusion in the Company’s proxy materials for the 2022 Annual Meeting, the proposal must be received by the Company at 4360 Park Terrace Drive, Suite 100, Westlake Village, California, 91361, Attention: Corporate Secretary, on or before October 24, 2022, and comply with the procedures and requirements set forth in Rule 14a-8 under the Securities Exchange Act of 1934.
Advance Notice Deadline for Director Nominations and Other Stockholder Proposals
In accordance with the Company’s Bylaws, for director nominations or stockholder proposals to be brought before the 2022 Annual Meeting, other than Rule 14a-8 proposals described above, written notice must be received by the Company at 4360 Park Terrace Drive, Suite 100, Westlake Village, California, 91361, Attention: Corporate Secretary no later than October 24, 2022. Such notices must also comply with the requirements of the Company’s Bylaws and other applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit
No. | | Description |
| 104 | | Cover page Interactive Data File (embedded within the Inline XBRL document). |
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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| | ENERGY VAULT HOLDINGS, INC. |
| | |
Date: October 14, 2022 | By: | /s/ Josh McMorrow |
| | Name: Josh McMorrow |
| | Chief Legal Officer |
