Current Report Filing (8-k)

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 13, 2021

Hyliion Holdings Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-38823		82-2538002
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1202 BMC Drive, Suite 100 Cedar Park, TX		78613
(Address of principal executive offices)		(Zip Code)

(833) 495-4466

(Registrant’s telephone number, including area code)

N/A

(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 obligations of 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
Common Stock, $0.0001 par value per share		HYLN		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 ☒

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.

Patrick Sexton has served as Chief Technology Officer of Hyliion Holdings Corp. (the “Company”) since December 2020. During that time, Mr. Sexton and the Company’s Board of Directors have considered the appropriate scope of duties and responsibilities for this role and have decided that the Chief Technology Officer’s primary focus moving forward will be on forward-looking product strategies and development. The Company’s newly hired Vice President of Engineering, Shiva Duraiswamy, will primarily focus on commercialization.

In light of these decisions, on October 13, 2021, the Company and Mr. Sexton entered into an amendment to that certain employment agreement, entered into on December 2, 2020 and retroactively effective as of October 1, 2020, the material terms of which were previously described in a Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2020. The amendment sets Mr. Sexton’s annual base annual salary at $325,000.

The foregoing is only a brief description of the above-specified compensatory arrangement, which does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the amendment to Mr. Sexton’s employment agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description

10.1		Amendment to Employment Agreement, dated October 13, 2021, by and between Hyliion Holdings Corp. and Patrick Sexton
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.