Form 8-K - Current report

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): February 13, 2024

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

Resignation of Mr. Andrew Card, Jr. and Mr. Stephen Pang as Directors

Effective February 13, 2024, Mr. Andrew Card, Jr. and Mr. Stephen Pang have resigned from the Board of Directors of Hyliion Holdings Corp. Mr. Card is pursuing a new leadership role with the George & Barbara Bush Foundation, and Mr. Pang is resigning due to personal reasons. 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 Mr. Card and Mr. Pang for their contributions and dedication to the Company. In connection with the resignations of Mr. Card and Mr. Pang, on February 13, 2024, the Board voted to decrease the size of the Board from ten members to eight.

Departure of Mr. Dennis Gallagher as Chief Operating Officer

In connection with our transition away from the powertrain business, Mr. Dennis Gallagher will depart from his role as Chief Operating Officer, effective February 29, 2024. Mr. Gallagher’s departure is not a result of any disagreement with the Company or its Board of Directors on any matter relating to the Company’s operations, policies or practices. The Company sincerely thanks Mr. Gallagher for his leadership and contributions to the Company.

Mr. Gallagher’s departure constitutes a “Qualifying Termination” under the Hyliion Holdings Corp. Executive Severance Plan effective May 4, 2023, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Severance Plan”), and, subject to his qualifying and remaining qualified during the provision of payments and benefits pursuant to the Severance Plan, he will be entitled to receive all of the payments and benefits specified upon a Qualifying Termination under Article 2 of the Severance Plan.

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 13, 2024		Thomas Healy
			Chief Executive Officer

Cover	Feb. 13, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 13, 2024
Entity Registrant Name	HYLIION HOLDINGS CORP.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38823
Entity Tax Identification Number	83-2538002
Entity Address, Address Line One	1202 BMC Drive,
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Cedar Park,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78613
City Area Code	833
Local Phone Number	495-4466
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	HYLN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001759631
Amendment Flag	false