Luminar Technologies Inc.

07/08/2025 | Press release | Distributed by Public on 07/08/2025 14:12

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 July 3, 2025, the stockholders of Luminar Technologies, Inc. (the "Company") approved an amendment and restatement of the Company's 2020 Equity Incentive Plan to increase the number of shares of Class A common stock authorized for issuance thereunder (as amended, the "Amended Plan"), as described in more detail in the Company's definitive proxy statement filed with the SEC on June 6, 2025. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 3, 2025, the Company held its 2025 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders (1) elected three Class II directors to the Company's board of directors; (2) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; (3) did not approve, on an advisory (non-binding) basis, the compensation of the named executive officers; (4) approved, for purposes of complying with Nasdaq Listing Rule 5635(d), up to the full issuance of shares of Class A common stock pursuant to that certain Securities Purchase Agreement, dated May 19, 2025; and (5) approved an amendment to the Luminar Technologies, Inc. Amended and Restated 2020 Equity Incentive Plan to increase the authorized share reserve.
A total of 70,745,022 votes, or approximately 72% of the voting power of the shares of the Company's common stock outstanding, on an as-converted basis, as of the record date of June 3, 2025, were represented in person or by proxy at the Annual Meeting. The matters voted on by the Company's stockholders and the voting results are as follows:
1. Election of Directors.All three nominees for director were elected as Class II directors to the Company's board of directors to serve until the Company's 2028 annual meeting of stockholders, or until their successors are duly elected and qualified, by the following votes:
Nominee Votes For Votes Withheld Broker Non-Votes
Alec E. Gores
53,759,336 1,418,203 15,567,483
Matthew J. Simoncini
4,799,804 50,377,735 15,567,483
Daniel D. Tempesta
5,038,227 50,139,312 15,567,483
2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025.The appointment of KPMG LLP was ratified by the following votes:
Votes For Votes Against Abstained
70,312,838 334,841 97,343
3. Advisory vote on executive compensation. The Company's stockholders did not approve, on an advisory basis, the compensation of the Company's named executive officers. The proposal received the following votes:
Votes For Votes Against Abstained Broker Non-Votes
3,544,018 51,497,754 135,767 15,567,483
4. Issuance of shares of Class A Common Stock pursuant to the Series A Convertible Preferred Stock Financing.The Company's stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), up to the full issuance of shares of the Company's Class A common stock pursuant to that certain Securities Purchase Agreement, dated May 19, 2025, entered into in connection with a Series A Convertible Preferred Stock financing
with certain institutional accredited investors, without giving effect to the 19.99% cap under Nasdaq Listing Rule 5635(d). The proposal received the following votes:
Votes For Votes Against Abstained Broker Non-Votes
54,329,036 790,260 58,243 15,567,483
5. Amend the Amended and Restated 2020 Equity Incentive Plan.The Company's stockholders approved an amendment to the Luminar Technologies, Inc. Amended and Restated 2020 Equity Incentive Plan to increase the authorized share reserve by 2,500,000 shares. The proposal received the following votes:
Votes For Votes Against Abstained Broker Non-Votes
51,883,895 2,664,964 628,680 15,567,483
Luminar Technologies Inc. published this content on July 08, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on July 08, 2025 at 20:13 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io