Form 8-K - Current report
July 03 2023 - 1:15PM
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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):
June 30, 2023
EVgo Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39572 |
|
85-2326098 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
11835 West Olympic Boulevard, Suite 900E
Los Angeles, California |
|
90064 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (877) 494-3833
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
| ¨ | 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 |
Shares of Class A common stock, $0.0001 par value |
|
EVGO |
|
Nasdaq Global Select Market |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 |
|
EVGOW |
|
Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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. |
On
June 30, 2023, Olga Shevorenkova, the Chief Financial Officer of EVgo Inc. (the “Company”),
went on maternity leave. Stephanie Lee, the Company’s Senior Vice President of Accounting, will act as the
Company’s Interim Chief Financial Officer and as the Company’s principal accounting officer during the term of
Ms. Shevorenkova’s maternity leave. Upon Ms. Shevorenkova’s return from maternity leave, she will return to
the position of Chief Financial Officer, and Ms. Lee will return to the position of Senior Vice President of
Accounting.
Ms. Lee,
age 43, has served as the Company’s Senior Vice President of Accounting since December 2022, and is primarily responsible
for financial reporting, accounting, tax and compliance matters. Prior to joining the Company, Ms. Lee held various
roles at Boingo Wireless, Inc. (“Boingo”), a wireless communications
company, including SVP – Accounting from July 2019 to December 2022, VP – Accounting from 2017 to
July 2019, Senior Director – Accounting and Compliance from 2015 to 2016, Director – Accounting and Compliance in
2014, and Director – Internal Audit from December 2012 to 2013. In these roles, Ms. Lee was responsible for
financial reporting, accounting, tax, compliance, and operational transformation projects including various business integrations
and systems implementations. Ms. Lee helped lead Boingo’s growth as a publicly traded company until the completion of its
transition to a privately owned company resulting from its merger with an affiliate of DigitalBridge Group LLC in June 2021.
Ms. Lee’s prior experience includes twelve years as an auditor in KPMG LLP’s Audit practice. Ms. Lee is an
active Certified Public Accountant registered with the California Board of Accountancy. Ms. Lee received a B.A. in English with
an Accounting minor from University of California – Los Angeles.
In
connection with her appointment as Interim Chief Financial Officer, Ms. Lee will become eligible to participate in the executive
benefits and other plans and programs offered by the Company to its executive officers from time to time. For example, Ms. Lee is
expected to enter into a participation agreement under the Company’s Change in Control and Severance Plan (the “Change
in Control Plan”). Pursuant to the Change in Control Plan, in the event that, within the period beginning on the date that is
three months prior to a “change in control” and ending on the date that is 12 months following such change in control,
Ms. Lee’s employment is terminated either by Ms. Lee for “good reason,” or by the Company, its subsidiaries
or any successor entity other than for “cause,” death or “disability” (as such
terms are defined in the Change in Control Plan), Ms. Lee will receive the following benefits, provided she timely signs and does
not revoke a separation agreement and release of claims in the Company’s favor: (a) cash severance payments equal to one times
her base salary and target bonus; (b) full acceleration of time-based Company equity awards, and pro rata acceleration of performance-based
Company equity awards based on target performance; and (c) payment of the employer-portion of COBRA premiums for continued medical
coverage for up to 12 months for Ms. Lee and her eligible dependents. The foregoing description is qualified in its entirety
by the full text of the Change in Control Plan, which was filed as Exhibit 10.12 to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2022 filed on March 30, 2023, and which is incorporated by reference herein.
Ms. Lee
is also expected to enter into the Company’s standard form of indemnification agreement for its executive officers, which requires
the Company, among other things, to indemnify its executive officers against liabilities that may arise by reason of their status or service
and to advance all expenses incurred by executive officers in investigating or defending any action, suit or proceeding. The foregoing
description is qualified in its entirety by the full text of the Company’s form of indemnification agreement, which was filed as
Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 8, 2021, and which is incorporated by reference
herein.
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.
|
EVgo Inc. |
|
|
|
Date: July 3, 2023 |
By: |
/s/ Francine Sullivan |
|
Name: |
Francine Sullivan |
|
Title: |
Chief Legal Officer and Secretary |
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Jun. 30, 2023 |
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Document Period End Date |
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|
Entity File Number |
001-39572
|
Entity Registrant Name |
EVgo Inc.
|
Entity Central Index Key |
0001821159
|
Entity Tax Identification Number |
85-2326098
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
11835 West Olympic Boulevard
|
Entity Address, Address Line Two |
Suite 900E
|
Entity Address, City or Town |
Los Angeles
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
90064
|
City Area Code |
877
|
Local Phone Number |
494-3833
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|
Title of 12(b) Security |
Shares of Class A common stock, $0.0001 par value
|
Trading Symbol |
EVGO
|
Security Exchange Name |
NASDAQ
|
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 [Member] |
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Document Information [Line Items] |
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Title of 12(b) Security |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
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