Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 20, 2020, Trevor R. Milton offered to voluntarily step down from
his positions as Executive Chairman of Nikola Corporation (the "Company") and as
a director on the Company's Board of Directors (the "Board"), and the Board,
after deliberation, accepted Mr. Milton's offer.
In connection with Mr. Milton's departure, the Company entered into that certain
Agreement, dated September 20, 2020, by and between the Company and Mr. Milton
(the "Agreement"), under which Mr. Milton voluntarily stepped down from his
position as Executive Chairman of the Company and all positions as an employee
and officer of the Company and its subsidiaries, and his position as a director
on the Board and as a director of any of the Company's subsidiaries, including
all committees thereof, in each case, effective as of September 20, 2020. Mr.
Milton will be making himself reasonably available to provide consulting
services and to assist the Company as reasonably requested by the Board on an ad
hoc basis through December 31, 2020.
Mr. Milton expressed his desire to relinquish, and pursuant to the Agreement,
Mr. Milton agreed to relinquish (i) 100% of the 4,859,000 performance-based
stock units granted to Mr. Milton on August 21, 2020 and (ii) any right or claim
to enter into a two-year consulting agreement with an annual fee of $10,000,000.
As part of Mr. Milton's relinquishment of his performance based stock units, the
Company also agreed to grant 1,069,000 time-vested restricted stock units
vesting on June 3, 2023, to over 300 employees of the Company designated by Mr.
Milton, subject to the employees' continued employment at the Company through
June 3, 2023. The Agreement also provides for the accelerated vesting and
settlement of 600,000 restricted stock units granted to Mr. Milton on August 21,
2020.
For a period of three years from September 20, 2020 (the "Standstill Period"),
Mr. Milton has also agreed to certain standstill provisions, including, among
other things, agreeing not to (i) acquire ownership (beneficial or otherwise) of
more than 19 million shares of the Company's outstanding common stock, (ii)
propose or effect any extraordinary transaction with respect to the Company,
(iii) solicit any proxy or consent with respect to the election or removal of
directors or any other proposal, (iv) seek representation on the Board or the
removal of any member of the Board, or (v) submit any stockholder proposal.
In addition, during the Standstill Period, Mr. Milton has agreed to vote his
shares of the Company's common stock (i) in favor of the slate of directors
recommended by the Board at any meeting of the stockholders of the Company and
(ii) against the election of any nominee for director not recommended and
nominated by the Board for election at such meeting.
The foregoing description of the terms and conditions of the Agreement does not
purport to be complete and is qualified in its entirety by the full text of the
Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 20, 2020, the Company issued a press release entitled "Nikola Board
of Directors Announces Leadership Transition," a copy of which is furnished as
Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
1
Exhibit No. Description
Agreement by and between Trevor R. Milton and the Company, dated
10.1 September 20, 2020.
99.1^ Press release issued by the Company dated September 20, 2020.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
^ This Exhibit is furnished herewith and will not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
deemed to be incorporated by reference into any filing under the Exchange Act
or the Securities Act of 1933 except to the extent that Nikola Corporation
specifically incorporates it by reference.
2
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