UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 8, 2022

ADVENT TECHNOLOGIES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
  
001-38742
  
83-0982969
(State or other jurisdiction
of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
200 Clarendon Street
Boston, MA 02116
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (617) 655-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
  
ADN
  
The Nasdaq Capital Market
 Warrants to purchase one share of common stock, each at an exercise price of $11.50    ADNWW   The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07
Submission of Matters to a Vote of Security Holders.

Advent Technologies Holdings, Inc. (the “Company”) held its annual meeting of stockholders on June 8, 2022. For more information about the proposals set forth below, please see the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2022. As of April 13, 2022, the record date of the annual meeting, there were 51,253,591 shares of common stock were issued and outstanding and 26,943,114 shares of common stock were present in person or by proxy at the annual meeting. The final voting results on each of the matters submitted to a vote of stockholders were as follows:

Proposal No. 1:  To re-elect Lawrence Epstein and to elect Wayne Threatt as Class II directors of the Board of Directors. Each of the two nominees listed below has been elected to serve on the Board of Directors of the Company as Class II directors with terms expiring at the 2025 annual meeting of the Company’s stockholders or until his successor is duly elected and qualified in accordance with our second amended and restated certificate of incorporation and amended and restated bylaws, or his earlier death, resignation or removal. The voting results were as follows:

Director Nominee
Votes For
Votes Withheld
Broker Non-Votes
Lawrence Epstein
19,443,832
4,456,470
3,042,812
Wayne Threatt
19,480,877
4,419,425
3,042,812

Proposal No. 2:   To ratify the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Approval of the proposal required the affirmative vote of a majority of all votes cast at the meeting.  Abstentions had no effect on the result of the vote. The proposal was approved by a vote of stockholders as follows:

Votes For
  
Votes Against
  
Abstentions
  
Broker Non-Votes
26,778,429
  
157,324
  
7,361
  
N/A

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 
ADVENT TECHNOLOGIES HOLDINGS, INC.
   
 
By:
/s/ James F. Coffey
Dated: June 14, 2022
  
Name:
 James F. Coffey
   
Title:
Chief Operating Officer and General Counsel