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2022-07-27
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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 (see General Instruction A.2.
below):
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).
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
2022 Equity Incentive Plan
On July 26, 2022, at the 2022 Annual Meeting
of Stockholders (“2022 Annual Meeting”) of Mullen Automotive Inc. (the “Company”), the Company’s
stockholders approved the 2022 Equity Incentive Plan (the “2022 Plan”). Additional details about the 2022 Plan are
set forth in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission (“SEC”)
on June 24, 2022 and the Supplement to the Proxy Statement filed with the SEC on July 13, 2022 (collectively, the “Proxy
Statement”), and are incorporated herein by reference.
The 2022 Plan provides for grants of stock options,
stock appreciation rights , stock awards and restricted stock units, all of which are sometimes referred to individually, to employees,
consultants, non-employee directors of the Company and its subsidiaries. Stock options may be either incentive stock options, as defined
in Section 422 of the Internal Revenue Code, or non-qualified stock options. The 2022 Plan authorizes the grant of awards relating
to up to 175,000,000 shares of the Company’s common stock. The foregoing description is qualified in its entirety by the full text
of the 2022 Plan which is set forth in Appendix B to the Proxy Statement and is incorporated herein by reference.
CEO Performance Stock Award Agreement
On May 5, 2022, the Company’s Board
of Directors (the “Board”) (1) determined that the grant of performance equity awards to the Chief Executive
Officer (“CEO Performance Award”) pursuant to the Performance Stock Award Agreement (the “PSA Agreement”)
was advisable and in the best interests of the Company and its stockholders and (2) approved entering into the PSA Agreement and
the grant of the CEO Performance Award.
On July 26, 2022, at the 2022 Annual Meeting,
the Company’s stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(c), of the issuance of shares
of common stock to the Company’s Chief Executive Officer, David Michery, pursuant to the PSA Agreement. The CEO Performance Award
represents the right of Mr. Michery to receive shares of common stock of the Company based on the achievement of milestones, subject
to the terms and conditions set forth in the PSA Agreement. Additional details about the CEO Performance Award and PSA Agreement are set
forth in the Proxy Statement and Supplement to the Proxy Statement and are incorporated herein by reference.
The foregoing description is qualified in its entirety by the full text of the PSA Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On July 26, 2022, at the 2022 Annual Meeting,
the Company’s stockholders approved an amendment (the “Amendment”) to Section A of Article III of the Company’s
Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the Company’s
number of shares of authorized common stock, par value $0.01 per share, from 500,000,000 shares to 1,750,000,000 shares and increase
the number of shares of Preferred Stock that we are authorized to issue from 58,000,000 shares of Preferred Stock to 500,000,000 shares
of Preferred Stock, with a corresponding increase in our total authorized capital stock, which includes Common Stock and Preferred Stock,
from 558,000,000 shares to 2,250,000,000 shares.
The Amendment, and the respective reasons therefor,
are described under Proposal No. 2 in the Proxy Statement and are incorporated herein by reference.
On July 26, 2022, the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Delaware Secretary
of State implementing the Amendment. The foregoing description is qualified in its entirety by the full text of the Certificate of Amendment,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On July 26, 2022, the Company held its 2022 Annual Meeting, at which a quorum for the transaction of business was present or represented
by proxy. Proxies for the 2022 Annual Meeting were solicited by the Board pursuant
to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s
solicitation. There were 480,294,481 shares of Common Stock, 1,925 shares of Series A Preferred Stock and 6,153,000 shares of Series C
Preferred Stock entitled to vote at the 2022 Annual Meeting. Holders of Series A Preferred Stock are entitled to one thousand (1,000)
votes for each share of Series A Preferred Stock. Holders of Series C Preferred Stock are entitled to one (1) vote for each share of Common
Stock into which such Series C Preferred Stock may be converted. A total of 302,018,291 votes were represented at the 2022 Annual Meeting
in person or by proxy. The final votes on the proposals presented at the 2022 Annual Meeting were as follows:
Proposal
No. 1: To elect three Class I directors to serve for a three-year term ending as of the annual meeting in 2025.
Each of the three nominees listed below has been elected to serve as Class I director on the Board of Directors for a three-year
term ending as of the annual meeting in 2025 or until their respective successors are elected and qualify. The voting results were as
follows:
| Director Nominee | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
| David Michery | |
| 202,223,905 | | |
| 13,760,551 | | |
| 86,033,835 | |
| Ignacio Novoa | |
| 202,178,203 | | |
| 13,806,253 | | |
| 86,033,835 | |
| Mary Winter | |
| 203,084,640 | | |
| 12,899,816 | | |
| 86,033,835 | |
Proposal No. 2: To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the
authorized number of shares of Common Stock to 1,750,000,000, the authorized number of shares of Preferred Stock to 500,000,000 and in
conjunction therewith, to increase the aggregate number of authorized shares to 2,250,000,000 shares. The proposal was approved by a vote
of stockholders as follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes | |
| 248,524,654 | |
52,649,312 | |
844,325 | |
0 | |
Proposal
No. 3: To approve the Company’s 2022 Equity Incentive Plan. The proposal was approved by a vote of stockholders
as follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 183,666,156 | |
29,720,150 | |
2,598,150 | |
86,033,835 |
Proposal
No. 4: To approve, for purposes of complying with Nasdaq Listing Rule 5635(c), of the issuance of shares of Common
Stock to our Chief Executive Officer pursuant to a Performance Stock Award Agreement. The proposal was approved by a vote of stockholders
as follows:
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 184,091,076 | |
30,131,368 | |
1,762,012 | |
86,033,835 |
Proposal No. 5: To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), of the potential issuance of Series D Preferred
Stock and warrants and shares of Common Stock upon conversion of the Series D Preferred Stock and warrants, and any future adjustments
of conversion price of the Series D Preferred Stock and exercise price of the Warrants. The proposal was approved by a vote of stockholders
as follows:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 184,208,486 | | |
| 29,403,626 | | |
| 2,372,344 | | |
| 86,033,835 | |
Proposal
No. 6: To ratify the appointment of Daszkal Bolton, LLP as the independent registered public accounting
firm of the Company for the fiscal year ending September 30, 2022. The ratification was approved by a vote of stockholders as follows:
| Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
| | 281,917,741 | | |
| 15,147,259 | | |
| 4,953,291 | | |
| 0 | |