Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On September 29, 2020, the Board appointed Steven M. Shindler to serve as a
member of the Board of Directors (the "Board") of Nikola Corporation (the
"Company"). Mr. Shindler was designated a Class I director and will stand for
re-election at the Company's annual meeting of stockholders in 2021. Mr.
Shindler was appointed chair of the audit committee of the Board.
Also on September 29, 2020, Lonnie R. Stalsberg, a member of the Board, resigned
from the Board, including all committees thereof, effective immediately.
In connection with Mr. Shindler's appointment, on September 29, 2020, Stephen J.
Girsky, the Chairman of the Board, resigned as a Class I director and was
immediately re-appointed as a Class III director. Mr. Girsky remains Chairman of
the Board and will stand for re-election at the Company's annual meeting of
stockholders in 2023.
Mr. Shindler, age 57, served as Chief Financial Officer of VectoIQ Acquisition
Corp. ("VectoIQ"), our predecessor company, from January 2018 through the
completion of the business combination in June 2020. Mr. Shindler is a director
of NII Holdings, Inc., a holding company that previously owned providers of
wireless communication services under the Nextel brand in Latin America. Mr.
Shindler served as Chief Executive Officer of NII from 2012 to August 2017 as
well as from 2000 to 2008. Mr. Shindler served as Executive Vice President and
Chief Financial Officer of Nextel Communications, Inc., a wireless service
operator, from 1996 to 2000. Prior to joining Nextel, Mr. Shindler was Managing
Director of Communications Finance at The Toronto Dominion Bank, one of the
largest suppliers of capital to the wireless industry. Mr. Shindler is also a
founding partner of RIME Communications Capital, a firm that has invested in
early stage media, tech and telco companies. Mr. Shindler holds a bachelor of
arts in economics from the University of Michigan and an MBA from Cornell
University. In connection with Mr. Shindler's appointment to the Board, Mr.
Shindler will enter into the Company's standard form of indemnification
Mr. Shindler will receive compensation for his service as a non-employee
director, as described under the heading "Directors and Executive
Officers-Director Compensation" in Item 2.01 of the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission on June 8, 2020.
Mr. Shindler has no family relationships with any of the Company's directors or
executive officers. Following the consummation of the business combination with
VectoIQ, VectoIQ Holdings, LLC, the sponsor of VectoIQ, dissolved and
transferred shares of the Company's common stock and warrants to purchase shares
of common stock to certain individuals and entities, including 359,409 shares of
common stock and warrants to purchase 30,000 shares of common stock to Mr.
Item 7.01 Regulation FD Disclosure.
On October 1, 2020, the Company issued a press release entitled "Nikola Appoints
Steve Shindler to Board of Directors," a copy of which is furnished as Exhibit
The information in Item 7.01 of this Current Report on Form 8-K, including
Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to
the liability of that section, and shall not be incorporated by reference into
any registration statement or other document filed under the Securities Act of
1933 or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1^ Press release issued by the Company dated October 1, 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 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.
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