LUCID GROUP, INC.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Annual Meeting, the Company's stockholders approved the Company's Third
Amended and Restated Certificate of Incorporation (the "Certificate") to provide
that any director may be removed from office by the stockholders of the Company,
with or without cause, by the affirmative vote of the holders of a majority of
the total voting power of all outstanding securities of the Company generally
entitled to vote in the election of directors, voting together as a single
class, as described in the Proxy Statement. The Certificate was filed with the
Secretary of State of the
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on
At the Annual Meeting, the Company's stockholders voted on the following five 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 nine nominees were elected to serve as
directors until the Company's 2024 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:
Votes Broker Non-
Nominee Votes For Withheld Votes
Turqi Alnowaiser 1,234,614,345 19,080,493 208,277,101
Glenn R. August 1,240,676,545 13,018,293 208,277,101
Andrew Liveris 1,226,975,405 26,719,433 208,277,101
Sherif Marakby 1,249,601,412 4,093,426 208,277,101
Nichelle Maynard-Elliott 1,246,884,804 6,810,034 208,277,101
Chabi Nouri 1,250,853,149 2,841,689 208,277,101
Peter Rawlinson 1,248,363,356 5,331,482 208,277,101
Ori Winitzer 1,249,644,836 4,050,002 208,277,101
Janet S. Wong 1,249,648,685 4,046,153 208,277,101
2. Ratification of the Selection of the Independent Registered Public Accounting
Firm. The ratification of the selection of Grant Thornton LLP as the
independent registered public accounting firm for the Company for the fiscal
year ending December 31, 2023 , was ratified based on the following results of
voting:
Votes For Votes Against Abstentions Broker Non-Votes
1,455,196,446 4,574,102 2,201,391 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 2022
executive compensation as disclosed in the Proxy Statement were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
1,239,436,893 12,521,821 1,736,124 208,277,101
4. Approval of the Amendment of the
Stock Incentive Plan. The amendment 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
1,228,845,858 23,399,455 1,449,525 208,277,101
5. Approval of the Third Amended and Restated Certificate of Incorporation. The
amendment and restatement of the Company's certificate of incorporation was
approved, based on the following results of voting:
Votes For Votes Against Abstentions Broker Non-Votes
1,250,213,618 1,930,602 1,550,618 208,277,101
Item 8.01 Other Events.
Turqi Alnowaiser is the Chairman of the Board of Directors of the Company, effective as of the date of the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description of Exhibit 3.1 Third Amended and Restated Certificate of Incorporation ofLucid Group, Inc. 10.1Lucid Group, Inc. Second Amended and Restated 2021 Stock Incentive Plan (including theLucid Group, Inc. 2021 Employee Stock Purchase Plan, attached thereto) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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