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): July 12, 2022

CANOO INC.

(Exact name of registrant as specified in its charter)

Delaware001-3882482-1476189

(State or other jurisdiction

of incorporation or organization)

(Commission

file number)

(I.R.S. employer

identification number)

19951 Mariner Avenue, Torrance, California90503

(Address of principal executive offices) (Zip Code)

(424)271-2144

(Registrant's telephone number, including area code)

Not Applicable

(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:

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 GOEV The NasdaqGlobal Select Market
Warrants, each whole warrant exercisable for one share of Common stock at an exercise price of $11.50 per share GOEVW The NasdaqGlobal Select Market

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 5.07 Submission of Matters to a Vote of Security Holders.

On July 12, 2022, Canoo Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the close of business on May 25, 2022, the record date of the Annual Meeting, the Company had 254,326,076 shares of common stock outstanding. The holders of 173,025,916 shares of the Company's common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for the purpose of conducting business at the Annual Meeting.

Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting.

Proposal No. 1: Election of directors.

The Company's stockholders elected the following nominees for director to serve as Class II directors for a term expiring in 2025 or until their successors shall have been elected and qualified.

NameVotes ForVotes Withheld
Thomas Dattilo 124,089,299 5,821,379
Arthur Kingsbury 125,050,720 4,859,958
Claudia Romo Edelman 127,257,150 2,653,528
Rainer Schmueckle 127,144,242 2,766,436

Proposal No. 2: Proposal to approve, by an advisory vote, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement.

The compensation of the Company's named executive officers, as disclosed in the Proxy Statement, was approved, on an advisory basis.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
119,979,869 9,696,334 234,475 43,115,238

Proposal No. 3: Proposal to recommend, by an advisory vote, the frequency of future advisory votes on executive compensation.

The frequency of future advisory votes on executive compensation, was approved to be every year, on an advisory basis.

One YearTwo YearsThree YearsAbstentionsBroker Non-Votes
128,075,011 312,138 322,528 1,201,001 43,115,238

The Company's Board of Directors has considered the advisory vote of stockholders on the frequency of future non-binding advisory votes on the compensation of the Company's named executive officers and, consistent with the stated preference of the Company's stockholders, decided to hold such advisory vote every year.

Proposal No. 4: Proposal to ratify of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022.

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022 was ratified.

Votes ForVotes AgainstAbstentions
171,830,765 978,231 216,920

SIGNATURES

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.

Date: July 12, 2022

CANOO INC.
By: /s/ Hector Ruiz
Name: Hector Ruiz
Title: General Counsel and Corporate Secretary

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Canoo Inc. published this content on 13 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 July 2022 10:03:10 UTC.