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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 4, 2024

 

Lucid Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 001-39408 85-0891392
(State or other jurisdiction of
incorporation or organization)		 (Commission File
Number)		 (I.R.S. Employer Identification No.)
     

7373 Gateway Boulevard

Newark, CA

   94560
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (510) 648-3553
 
(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨    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
Class A Common Stock, $0.0001 par value per share  LCID  The Nasdaq Stock Market LLC

 

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 4, 2024, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Lucid Group, Inc. (the “Company”), the Company’s stockholders approved the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan attached thereto) (the “Plan”). Under the Plan as approved by the Company’s stockholders at the Annual Meeting, the number of shares of Class A common stock (the “Common Stock”) available for issuance has been increased by 119,000,000 shares effective as of the date of the Annual Meeting. A complete description of the terms of the Plan can be found in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 25, 2024 (the “Proxy Statement”), which description is incorporated by reference herein. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the Plan and are qualified by reference to the full text of the Plan, which is attached herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.

 

Item 5.07Submission of Matters to a Vote of Security Holders.

 

The Company held its Annual Meeting on June 4, 2024. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on April 10, 2024, the record date for the Annual Meeting, there were 2,307,027,046 shares of Common Stock outstanding and entitled to vote and 100,000 shares of series A convertible preferred stock outstanding and entitled to vote, which are convertible, in the aggregate, into 279,052,626 shares of Common Stock.

 

At the Annual Meeting, the Company’s stockholders voted on the following four proposals, each of which is described in more detail in the Proxy Statement. The number of votes cast with respect to each proposal was as indicated below.

 

1.Election of Directors. The following nine nominees were elected to serve as directors until the Company’s 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal, based on the following results of voting:

 

Nominee   Votes For     Votes
 Withheld		     Broker Non-Votes  
Turqi Alnowaiser   1,726,972,063     24,921,035     260,636,188  
Lisa M. Lambert   1,747,186,775     4,706,323     260,636,188  
Andrew Liveris   1,732,003,875     19,889,223     260,636,188  
Sherif Marakby   1,746,687,302     5,205,796     260,636,188  
Nichelle Maynard-Elliott   1,743,060,699     8,832,399     260,636,188  
Chabi Nouri   1,746,548,022     5,345,076     260,636,188  
Peter Rawlinson   1,745,017,349     6,875,749     260,636,188  
Ori Winitzer   1,745,834,176     6,058,922     260,636,188  
Janet S. Wong   1,746,392,255     5,500,843     260,636,188  

 

2.Ratification of the Selection of the Independent Registered Public Accounting Firm. The ratification of the selection of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024, was ratified based on the following results of voting:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
1,998,118,338  10,309,494  4,101,454  N/A

 

3.Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers. The results of the advisory vote regarding the Company’s 2023 executive compensation as disclosed in the Proxy Statement were as follows:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
1,727,706,804  22,573,197  1,613,097  260,636,188

 

4.Approval of the Amendment and Restatement of the Lucid Group, Inc. Second Amended and Restated 2021 Stock Incentive Plan. The amendment and restatement of the Lucid Group, Inc. Second Amended and Restated 2021 Stock Incentive Plan was approved, based on the following results of voting:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
1,718,675,132  31,690,806  1,527,160  260,636,188

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
 Number		   Description
10.1   Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan, attached thereto)
104   Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

 

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.

 

Dated: June 6, 2024 Lucid Group, Inc.
   
  By: /s/ Gagan Dhingra
    Gagan Dhingra
    Interim Chief Financial Officer

 

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Entity File Number 001-39408
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Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 7373 Gateway Boulevard
Entity Address, City or Town Newark
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