LORDSTOWN MOTORS CORP. : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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

The Board of Directors (the "Board") of Lordstown Motors Corp. (the "Company") has combined the roles of Chairman of the Board and Chief Executive Officer and current Chief Executive Officer, Daniel A. Ninivaggi, will serve in this capacity, effective following the 2022 Annual Meeting of Stockholders held on May 19, 2022 (the "2022 Annual Meeting"). David T. Hamamoto, a current independent director and Chairman of the Nominating and Corporate Governance Committee of the Board will serve as lead independent director, also effective following the 2022 Annual Meeting.

At the Annual Meeting, the Company's stockholders of record as of March 21, 2022 (the "Stockholders") elected three Class II directors, Angela Strand, Joseph B. Anderson and Laura J. Soave, as further described in Item 5.07 below. Incumbent director Angela Strand is joining the Compensation Committee and new directors Joseph B. Anderson and Laura J. Soave will serve as members of the Audit Committee and the Nominating and Corporate Governance Committee, respectively.

Amendment of the Lordstown Motors Corp. 2020 Equity Incentive Plan

At the 2022 Annual Meeting, the Company's stockholders of record as of March 21, 2022 (the "Stockholders") approved an amendment of the Lordstown Motors Corp. 2020 Equity Incentive Plan (the "2020 Plan") to increase the available share reserve by 7,000,000 shares of Class A common stock as described in the Company's definitive proxy statement for the 2022 Annual Meeting filed with the Securities and Exchange Commission on April 8, 2022, as supplemented on May 9, 2022 (the "Proxy Statement"). The amended 2020 Plan had been previously approved, subject to stockholder approval, by the Board.

A summary of the amended 2020 Plan is set forth in our Proxy Statement. That summary and the foregoing description of the amendment are qualified in their entirety by reference to the full text of the amended 2020 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

           Year.

On May 19, 2022, the Company amended its Second Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to increase the total number of authorized shares of the Company's Class A common stock from 300,000,000 shares to 450,000,000 shares (the "Charter Amendment").

The Charter Amendment was previously approved by the Board, subject to stockholder approval, and approved by the Stockholders at the 2022 Annual Meeting, as further described in Item 5.07 below.

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

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

At the 2022 Annual Meeting, the Stockholders elected the directors and approved the proposals listed below. The proposals are described in detail in the Company's Proxy Statement. The final results for the votes regarding each proposal are set forth in the following tables. As of the record date for the 2022 Annual Meeting, there were 196,746,353 shares of Class A common stock outstanding and entitled to vote on each matter presented for vote at the 2022 Annual Meeting. At the Annual Meeting, 130,526,473 shares of Class A common stock, or 66.34% of the outstanding shares of Class A common stock, were represented in person or by proxy.

1. The Stockholders elected each of the following Class II director nominees to

    serve for a term of three years and until their respective successors are duly
    elected and qualified, as set forth below.




                            Votes        Votes        Broker
Name                         For        Against     Non-Votes
Angela Strand             32,862,997   40,574,519   57,088,957
Joseph B. Anderson, Jr.   70,465,201   2,972,306    57,088,966
Laura J. Soave            70,426,837   3,010,670    57,088,966

2. The Stockholders ratified the appointment of KPMG LLP as the Company's

    independent registered public accounting firm for the fiscal year ending
    December 31, 2022, as set forth below.




                                             Broker
 Votes For    Votes Against   Abstentions   Non-Votes
127,989,760     1,732,453       804,260         0

3. The Stockholders approved the amendment of the 2020 Plan to increase the

    number of shares of Class A common stock reserved under the plan by 7,000,000,
    as set forth below.




                                             Broker
Votes For    Votes Against   Abstentions   Non-Votes
66,300,005     6,723,811       413,685     57,088,972

4. The Stockholders approved the amendment of the Company's Certificate of

    Incorporation to increase the number of authorized shares of Class A common
    stock by 150,000,000 (from 300,000,000 to 450,000,000), as set forth below.




                                             Broker
 Votes For    Votes Against   Abstentions   Non-Votes
115,029,112     9,542,030       750,850     5,204,481

5. The Stockholders approved, on a non-binding advisory basis, the compensation

    of our named executive officers, as set forth below.




                                             Broker
Votes For    Votes Against   Abstentions   Non-Votes
53,942,198     3,780,390      7,622,882    65,181,003

6. The Stockholders selected, on a non-binding advisory basis, the frequency of

future advisory votes on the compensation of our named executive officers, as

    set forth below.




                                                 Broker
  1 Year     2 Years   3 Years   Abstentions   Non-Votes
56,643,239   366,308   614,160    7,721,762    65,181,004

Consistent with the foregoing, the Board has determined that the Company will hold advisory votes to approve executive compensation of the Company's named executive officers on an annual basis until the next required vote on the frequency of future advisory votes on the compensation of our named executive officers.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number    Description


  3.1        Certificate of Amendment of Second Amended and Restated Certificate of
           Incorporation of Lordstown Motors Corp.
  10.1       Lordstown Motors Corp. 2020 Equity Incentive Plan, as amended
104        Cover Page Interactive Data File (formatted as inline XBRL)

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