Current Report Filing (8-k)
February 01 2022 - 7:17AM
Edgar (US Regulatory)
0001759631
false
0001759631
2022-01-28
2022-01-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): January 28, 2022
HYLIION
HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-38823
|
|
83-2538002
|
(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.
On
January 28, 2022, the Board of Directors of Hyliion Holdings Corp. (the “Company”) appointed Jeffrey A. Craig, age 60, to
the Board of Directors. Mr. Craig will serve as a Class II director with a term that expires at the Company’s 2022 Annual Meeting
of Stockholders or until his successor is elected and qualified. Further, Mr. Craig was appointed to serve on the Audit Committee and
as Chair of the Nominating and Corporate Governance Committee of the Board. With this appointment, the Board now has ten directors.
Mr.
Craig was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there
are no transactions between the Company and Mr. Craig that would require disclosure under Item 404(a) of Regulation S-K.
Mr.
Craig will be compensated for his services on the Board on the same basis as each of the Company’s other non-employee directors.
Annual compensation for non-employee directors is comprised of cash and stock-based equity compensation. The cash compensation consists
of an annual retainer and the stock-based equity compensation consists of awards of restricted stock units. A more detailed description
of the compensation of directors of the Company was previously reported in the Company’s Definitive Proxy Statement filed with
the Securities and Exchange Commission on April 29, 2021, under “Director Compensation,” and that section of the Definitive
Proxy Statement is incorporated herein by reference.
The
Company has entered into an indemnification agreement with Mr. Craig on the same basis as each of the Company’s other directors.
This agreement, among other things, requires the Company to indemnify its directors for certain expenses, including attorneys’
fees, judgments, fines and settlement amounts incurred by a director in any action or proceeding arising out of their services as one
of the Company’s directors or any other company or enterprise to which the person provides services at the Company’s request.
The foregoing description of the indemnification agreement is qualified in its entirety by the full text of the form of indemnification
agreement, which was previously filed with the Securities and Exchange Commission on October 7, 2020, as Exhibit 10.4 to its Form 8-K,
and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
HYLIION HOLDINGS CORP.
|
|
|
|
|
By:
|
/s/ Thomas
Healy
|
Date: February 1, 2022
|
|
Thomas Healy
|
|
|
Chief Executive Officer
|
2
Hyliion (NYSE:HYLN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Hyliion (NYSE:HYLN)
Historical Stock Chart
From Apr 2023 to Apr 2024