Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 31, 2023, Xos, Inc., (the “Company”) virtually held its 2023 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting virtually or by proxy were the holders of 134,638,427 shares of common stock of the Company, representing 79.27% of the 169,829,056 shares of common stock outstanding as of the close of business on April 3, 2023, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.
At the Annual Meeting, the Company’s stockholders voted on six proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 20, 2023. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
1.To elect the following three Class II directors to hold office until the Company’s 2026 Annual Meeting of stockholders. The voting results were as follows:
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Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
Alice Jackson | | 115,071,586 | | 3,433,723 | | 16,133,118 |
George Mattson | | 115,434,605 | | 3,070,704 | | 16,133,118 |
Giordano Sordoni | | 117,286,058 | | 1,219,251 | | 16,133,118 |
2.To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows:
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Votes For | | Votes Against | | Abstentions |
133,705,583 | | 209,285 | | 723,559 |
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3.To approve an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock. The voting results were as follows:
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Votes For | | Votes Against | | Abstentions |
133,361,616 | | 912,890 | | 363,921 |
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4.To approve the issuance of 20% or more of the Company’s issued and outstanding common stock as of March 23, 2022, pursuant to the Standby Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”). The voting results were as follows:
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Votes For | | Votes Against | | Abstentions |
116,390,519 | | 1,549,093 | | 565,697 |
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5.To approve the issuance of 20% or more of the Company’s issued and outstanding common stock as of August 9, 2022, pursuant to the convertible debentures with Yorkville. The voting results were as follows:
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Votes For | | Votes Against | | Abstentions |
116,370,953 | | 1,563,844 | | 570,512 |
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6.To approve the issuance of 20% or more of the Company’s issued and outstanding common stock to Aljomaih Automotive Co. The voting results were as follows:
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Votes For | | Votes Against | | Abstentions |
116,823,467 | | 1,135,605 | | 546,237 |
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