Current Report Filing (8-k)
March 17 2023 - 05:16PM
Edgar (US Regulatory)
0001759631 false 0001759631 2023-03-17
2023-03-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
Date of Report (Date of earliest event reported): March
HYLIION HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
||(Commission File Number)
1202 BMC Drive,
|(Address of principal executive
(Registrant’s telephone number,
including area code)
(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
Name of each exchange on which
Common Stock, $0.0001 par value per share
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
||Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Effective March 17, 2023, Elaine L. Chao and Howard Jenkins have
resigned from the Board of Directors of Hyliion Holdings Corp. (the
“Company”). Neither resignation was due to any disagreement with
the Company on any matter relating to the Company’s operations,
policies or practices. The Company sincerely thanks Ms. Chao and
Mr. Jenkins for their contributions and dedication to the Company.
In connection with the resignations of Ms. Chao and Mr. Jenkins,
and the appointment of three new directors described in further
detail below, the Board voted to increase the size of the Board
from nine members to ten.
On March 17, 2023, the Board increased the size of the Board to ten
directors and appointed three new directors to fill the vacancies.
Melanie Trent, age 58 will serve as a Class I director with a term
that expires at the Company’s 2024 Annual Meeting of Stockholders.
Richard Freeland, age 65 will serve as a Class II director with a
term that expires at the 2025 Annual Meeting of Stockholders.
Rodger Boehm, age 65, will serve as a Class III director with a
term that expires at the Company’s 2023 Annual Meeting of
Stockholders. Each newly appointed director will serve until the
expiration of their respective term or until his or her successor
is elected and qualified.
Ms. Trent was appointed to serve as the chair of the Nominating and
Corporate Governance Committee of the Board; Mr. Freeland was
appointed to serve on the Compensation Committee and the Technology
Committee of the Board; and Mr. Boehm was appointed to serve on the
Audit Committee and Technology Committee of the Board.
None of Mr. Freeland, Mr. Boehm or Ms. Trent were 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 any of the newly appointed directors that
would require disclosure under Item 404(a) of Regulation S-K. Each
of the new directors qualifies as independent under the general
independence standards of the New York Stock Exchange and as
independent under certain heightened independence standards of the
NYSE and the Securities and Exchange Commission applicable to the
committees on which they will serve.
Each newly-appointed director will be compensated for his or her
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 March 25, 2022, under “Director Compensation.”
The Company has entered into indemnification agreements with each
of the newly appointed directors 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.
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.
/s/ Thomas Healy
|Date: March 17, 2023
Historical Stock Chart
From May 2023 to Jun 2023
Historical Stock Chart
From Jun 2022 to Jun 2023