Lucid Group Inc.

06/06/2025 | Press release | Distributed by Public on 06/06/2025 14:08

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 5, 2025, at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Lucid Group, Inc. (the "Company"), the Company's stockholders approved the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc. Amended and Restated 2021 Employee Stock Purchase Plan attached thereto) (the "Plan"). Under the Plan as approved by the Company's stockholders at the Annual Meeting, the number of shares of Class A common stock (the "Common Stock") available for issuance has been increased by 184,000,000 shares effective as of the date of the Annual Meeting. A summary of the material terms of the Plan is set forth in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 24, 2025 (the "Proxy Statement"), which summary is incorporated by reference herein. The foregoing and the summary in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan, a copy of which was previously filed as Annex A to the Proxy Statement and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Securities Holders.
The Company held its Annual Meeting on June 5, 2025. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on April 7, 2025, the record date for the Annual Meeting, there were 3,048,846,066 shares of Common Stock outstanding and entitled to vote, and 100,000 shares of series A convertible preferred stock and 75,000 shares of series B convertible preferred stock outstanding and entitled to vote, which are convertible, in the aggregate, into 486,199,982 shares of Common Stock.
At the Annual Meeting, the Company's stockholders voted on the following four proposals, each of which is described in more detail in the Proxy Statement. The number of votes cast with respect to each proposal was as indicated below.
1.Election of Directors. The following eight nominees were elected to serve as directors until the Company's 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal, based on the following results of voting:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Turqi Alnowaiser
2,351,005,533 49,879,778 382,914,053
Douglas Grimm
2,396,266,846 4,618,465 382,914,053
Lisa M. Lambert
2,397,382,549 3,502,762 382,914,053
Andrew Liveris
2,387,674,059 13,211,252 382,914,053
Nichelle Maynard-Elliott
2,378,081,839 22,803,472 382,914,053
Chabi Nouri
2,394,606,154 6,279,157 382,914,053
Ori Winitzer
2,395,764,972 5,120,339 382,914,053
Janet S. Wong
2,396,286,896 4,598,415 382,914,053
2.Ratification of the Selection of the Independent Registered Public Accounting Firm. The ratification of the selection of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025, was ratified based on the following results of voting:
Votes For
Votes Against
Abstentions
Broker Non-Votes
2,770,115,582 10,072,547 3,611,235
N/A
3.Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers. The results of the advisory vote regarding the Company's 2024 executive compensation as disclosed in the Proxy Statement were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
2,385,576,554 13,751,810 1,556,947 382,914,053
4.Approval of the Amendment and Restatement of the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan. The amendment and restatement of the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan was approved, based on the following results of voting:
Votes For
Votes Against
Abstentions
Broker Non-Votes
2,361,681,094 37,976,221 1,227,996 382,914,053
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