Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 2, 2020, VectoIQ Acquisition Corp. (the "Company") held a special
meeting in lieu of the 2020 annual meeting of stockholders (the "Special
Meeting") in connection with the proposed business combination (the "Business
Combination") of the Company and Nikola Corporation ("Nikola"), as described in
the proxy statement, prospectus and information statement filed by the Company
with the SEC on May 8, 2020 and incorporated herein by reference (the "Proxy
Statement"). Present at the Special Meeting were holders of 19,464,559 shares of
the Company's common stock (the "Common Stock") in person or by proxy,
representing 65.67% of the voting power of the Common Stock as of May 8, 2020,
the record date for the Special Meeting (the "Record Date"), and constituting a
quorum for the transaction of business. As of the Record Date, there were
29,640,000 shares of Common Stock issued and outstanding.
At the Special Meeting, the Company's stockholders approved the Business
Combination Proposal, the Amendments to VectoIQ's Certificate of Incorporation
Proposal (including each of the sub-proposals), the election of each director
nominee pursuant to the Election of Directors Proposal, the Stock Incentive Plan
Proposal, the Nasdaq Proposal, and the Employee Stock Purchase Plan Proposal, in
each case as defined and described in greater detail in the Proxy Statement.
The approval of the Business Combination Proposal and the Amendments to
VectoIQ's Certificate of Incorporation Proposal required the affirmative vote of
the holders of a majority of all then outstanding shares of the Common Stock
entitled to vote thereon at the Special Meeting. The approval of the Stock
Incentive Plan Proposal, the Nasdaq Proposal and the Employee Stock Purchase
Plan Proposal required the affirmative vote of the holders of a majority of the
shares of the Common Stock that were voted at the Special Meeting. The approval
of the election of each director nominee pursuant to the Election of Directors
Proposal required the affirmative vote of the holders of a plurality of the
outstanding shares of the Common Stock entitled to vote and actually cast
thereon at the Special Meeting. The Adjournment Proposal, as defined and
described in greater detail in the Proxy Statement, was not presented to the
Company's stockholders as the Business Combination Proposal, the Amendments to
VectoIQ's Certificate of Incorporation Proposal, the election of each director
nominee pursuant to the Election of Directors Proposal, the Stock Incentive Plan
Proposal, the Nasdaq Proposal, and the Employee Stock Purchase Plan Proposal
each received a sufficient number of votes for approval.
Set forth below are the final voting results for the Business Combination
Proposal, the Amendments to VectoIQ's Certificate of Incorporation Proposal, the
election of each director nominee pursuant to the Election of Directors
Proposal, the Stock Incentive Plan Proposal, the Nasdaq Proposal, and the
Employee Stock Purchase Plan Proposal:
Business Combination Proposal
The Business Combination Proposal was approved. The voting results of the shares
of the Common Stock were as follows:
For Against Abstentions
19,458,433 1,320 4,806
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Amendments to VectoIQ's Certificate of Incorporation Proposal
The Amendments to VectoIQ's Certificate of Incorporation Proposal was approved.
The voting results of the shares of the Common Stock for each of the
sub-proposals were as follows:
(a) To change the Company's name to "Nikola Corporation":
For Against Abstentions
19,460,569 1,874 2,116
(b) To increase the number of authorized shares of the Common Stock to
600,000,000 shares and the number of authorized shares of the Company's
preferred stock to 150,000,000 shares:
For Against Abstentions
19,132,681 271,115 60,763
(c) To approve the choice of forum provisions:
For Against Abstentions
19,430,436 3,399 30,724
(d) To include supermajority voting provisions:
For Against Abstentions
15,573,634 3,831,824 59,101
(e) To remove the provision renouncing the corporate opportunity doctrine:
For Against Abstentions
19,206,472 184,926 73,161
(f) To revise the classification of the Company's board of directors from two
classes with each of the successors to be elected for a two-year term to
three classes with each of the successors to be elected for a three-year
term:
For Against Abstentions
15,436,941 3,965,830 61,788
(g) To approve all other changes to Company's Amended and Restated Certificate of
Incorporation, including, without limitation, the elimination of certain
provisions related to the Company's initial business combination that will no
longer be relevant following the closing of the Business Combination:
For Against Abstentions
19,435,610 7,289 21,660
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Election of Directors Proposal
The election of each director nominee pursuant to the Election of Directors
Proposal was approved. The voting results of the shares of the Common Stock for
the director nominees were as follows:
Trevor R. Milton
For Withheld
19,423,559 41,000
Mark A. Russell
For Withheld
18,810,204 654,355
Stephen J. Girsky
For Withheld
19,280,465 184,094
Sooyean Jin (a.k.a. Sophia Jin)
For Withheld
19,418,029 46,530
Michael L. Mansuetti
For Withheld
18,809,866 654,693
Gerrit A. Marx
For Withheld
18,673,548 791,011
Lonnie R. Stalsberg
For Withheld
18,808,079 656,480
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DeWitt C. Thompson V
For Withheld
18,807,860 656,699
Jeffrey W. Ubben
For Withheld
18,592,956 871,603
Stock Incentive Plan Proposal
The Stock Incentive Plan Proposal was approved. The voting results of the shares
of the Common Stock were as follows:
For Against Abstentions
14,888,862 4,535,127 40,570
Nasdaq Proposal
The Nasdaq Proposal was approved. The voting results of the shares of the Common
Stock were as follows:
For Against Abstentions
19,403,706 31,634 29,219
Employee Stock Purchase Plan Proposal
The Employee Stock Purchase Plan Proposal was approved. The voting results of
the shares of the Common Stock were as follows:
For Against Abstentions
19,376,429 61,816 26,314
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Item 7.01. Regulation FD Disclosure.
The Company and Nikola expect the Business Combination and related transactions
(the "Proposed Transactions") to close on June 3, 2020. On June 4, 2020, the
combined company's Common Stock and Warrants are expected to commence trading on
the Nasdaq Global Select Market under the new ticker symbols "NKLA" and "NKLAW,"
respectively.
Important Information and Where to Find It
In connection with the Proposed Transactions, the Company has filed a
registration statement on Form S-4 (the "Registration Statement") with the SEC,
which includes the Proxy Statement, a prospectus relating to the offer of the
securities to be issued to Nikola's stockholders in connection with the Proposed
Transactions, and an information statement to Nikola's stockholders regarding
the Proposed Transactions. Investors and security holders and other interested
parties are urged to read the Proxy Statement, and any amendments thereto and
any other documents filed with the SEC when they become available, carefully and
in their entirety because they contain important information about the Company,
Nikola and the Proposed Transactions. Investors and security holders may obtain
free copies of the Proxy Statement and other documents filed with the SEC by the
Company through the website maintained by the SEC at http://www.sec.gov, or by
directing a request to: VectoIQ Acquisition Corp., 1354 Flagler Drive,
Mamaroneck, NY 10543.
Participants in the Solicitation
The Company and Nikola and their respective directors and certain of their
respective executive officers and other members of management and employees may
be considered participants in the solicitation of proxies with respect to the
Proposed Transactions. Information about the directors and executive officers of
the Company and Nikola is set forth in the Registration Statement. Stockholders,
potential investors and other interested persons should read the Registration
Statement carefully before making any voting or investment decisions. These
documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
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Forward-Looking Statements
This Current Report on Form 8-K includes certain statements that are not
historical facts but are forward-looking statements for purposes of the safe
harbor provisions under the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements generally are accompanied by words such
as "believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect," "should," "would," "plan," "predict," "potential," "seem," "seek,"
"future," "outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to, statements regarding
the Company's and Nikola's ability to consummate the Proposed Transactions; the
expected timing of completion of the Proposed Transactions and the timing of the
expected commencement of the trading of the combined company's Common Stock and
Warrants on the Nasdaq Global Select Market. These statements are based on
various assumptions and on the current expectations of Nikola's and the
Company's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Nikola and the Company. These forward looking
statements are subject to a number of risks and uncertainties, including general
economic, financial, legal, political and business conditions and changes in
domestic and foreign markets; the potential effects of COVID-19; the potential
effects of domestic civil unrest and the potential closure of government
offices, the inability of the parties to successfully or timely consummate the
Proposed Transactions or to satisfy the other conditions to the closing of the
Proposed Transactions, and those factors discussed in the Proxy Statement under
the heading "Risk Factors," and other documents of the Company filed, or to be
filed, with the SEC. If the risks materialize or assumptions prove incorrect,
actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither Nikola
nor the Company presently do not know or that Nikola and the Company currently
believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking
statements reflect Nikola's and the Company's expectations, plans or forecasts
of future events and views as of the date of this Current Report on Form 8-K.
Nikola and the Company anticipate that subsequent events and developments will
cause their assessments to change. However, while Nikola and the Company may
elect to update these forward-looking statements at some point in the future,
Nikola and the Company specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as representing Nikola's or
the Company's assessments as of any date subsequent to the date of this Current
Report on Form 8-K. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Item 8.01. Other Events.
The disclosure set forth above in Item 7.01 of this Current Report on Form 8-K
is incorporated by reference herein.
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