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): May 4, 2022
XL FLEET CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38971 | 83-4109918 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
145 Newton Street Boston, MA |
02135 | |
| (Address of principal executive offices) | (Zip Code) |
(617) 718-0329
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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 | XL | New York Stock Exchange |
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
XL Fleet Corp. held its Annual Meeting of Stockholders on May 4, 2022 (“2022 Annual Meeting”). The following is a brief description of each matter voted upon at the 2022 Annual Meeting, as well as the number of votes cast for, against or withheld as to each matter and the number of abstentions and broker non-votes with respect to each matter.
Proposal I – Election of Directors
| Nominee | For | Withhold | Broker Non-Vote | |||||||||
| Kevin Griffin | 43,649,032 | 6,660,346 | 33,086,825 | |||||||||
| Christopher Hayes | 43,088,469 | 7,220,909 | 33,086,825 | |||||||||
Proposal II – Ratification of Audit Committee’s appointment of Marcum LLP as independent public accountants for the fiscal year ending December 31, 2022:
| For | 81,832,457 | |||
| Against | 795,907 | |||
| Abstain | 767,839 |
Proposal III –Advisory vote regarding executive compensation:
| For | 43,293,855 | |||
| Against | 6,818,185 | |||
| Abstain | 197,338 | |||
| Broker Non-Vote | 33,086,825 |
Proposal IV – Selection of frequency of future stockholder advisory vote to approve executive compensation:
| 1 Year | 48,463,893 | |||
| 2 Years | 284,399 | |||
| 3 Years | 1,289,008 | |||
| Abstain | 272,078 | |||
| Non-Vote | 33,086,825 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| XL FLEET CORP. | ||
| Date: May 4, 2022 | By: | /s/ Stacey Constas |
| Name: | Stacey Constas | |
| Title: | Associate General Counsel | |
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