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): July 12, 2022
VOLTA INC.
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-39508 | 35-2728007 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
155 De Haro Street
San Francisco, CA 94103
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (888) 264-2208
N/A
(Former name or former address, if changed since last report.)
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 | Name of each exchange on which registered | ||
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. |
On July 12, 2022, Volta Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below.
| 1. | Both Class I directors were elected, each to serve a three-year term expiring at the 2025 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. |
| Nominee | For | Against | Abstain | Broker Non-Votes |
| Martin Lauber | 40,755,634 | 31,264,722 | 168,729 | 38,989,383 |
| John Tough | 40,141,077 | 31,878,215 | 169,793 | 38,989,383 |
| 2. | The appointment of Grant Thornton as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022 was ratified. |
| For | Against | Abstain |
| 105,753,947 | 5,206,958 | 217,563 |
| 3. | The amendment and restatement of the Company’s certificate of incorporation, in the form annexed to the proxy statement, to remove references to the Company’s former Class B common stock was not approved. |
| For | Against | Abstain | Broker Non-Votes |
| 71,761,154 | 283,044 | 144,887 | 38,989,383 |
While the proposal to amend the certificate of incorporation to remove references to the former Class B common stock was not approved, there are no longer any shares of Class B common stock outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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.
| Date: July 15, 2022 | Volta Inc. |
| By: /s/ Vince Cubbage | |
| Name: Vince Cubbage | |
| Title: Interim Chief Executive Officer |