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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): March 26, 2022
VOLTA INC.
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| (Exact name of registrant as specified in its charter) |
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| 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
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Class A Common Stock, par value of $0.0001 per share | | VLTA | | New York Stock Exchange |
| Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | | VLTA WS | | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2022, Volta Inc. (the “Company”) announced that the Company and the Company’s Chief Executive Officer, Scott Mercer, and the Company’s President, Christopher Wendel, have agreed to the resignation of each of Mr. Mercer and Mr. Wendel as an officer and employee of the Company. Mr. Wendel’s resignation is effective immediately, while Mr. Mercer will continue as Chief Executive Officer for a transition period ending on the earlier of (i) the date on which the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 is filed with the Securities and Exchange Commission and (ii) April 29, 2022. Mr. Mercer will serve as an independent advisor to the Company’s board of directors (the “Board”) through March 31, 2023.
In connection with their resignations, each of Mr. Mercer and Mr. Wendel (the “Executives”) has resigned as a member of the Board, effective immediately, Vincent T. Cubbage and Katherine J. Savitt have been appointed as Co-Chairpersons of the Board and Ms. Savitt has ceased to be Lead Independent Director.
In connection with their resignations, the Company has entered into settlement and release agreements with each of Mr. Mercer and Mr. Wendel (the “Separation Agreements”). Under the Separation Agreements, (i) each of the Executives will receive continued payment of his base salary for six months, and continued healthcare coverage at active employee rates for up to twelve months, following his resignation; (ii) through December 31, 2025, each of the Executives agrees that he will vote all of his beneficially-owned voting stock of the Company in accordance with the recommendations of Institutional Shareholder Services Inc., except with respect to proposals for or against a transaction that would result in a change of control of the Company and certain similar transactions, and will not attempt to influence, form a group with or support other Company shareholders (and will not transfer any of his shares of the Company’s capital stock to his affiliates or associates unless the affiliate or associate agrees to be bound by the requirement described in this clause (ii)); (iii) each of the Executives agrees not to stand for reelection to the Board (in Mr. Mercer’s case, until after December 31, 2025); (iv) each share of Class B Common Stock and any equity awards or convertible securities denominated in shares of Class B Common Stock held by the Executives will be converted into an equal number of shares of Class A Common Stock or securities convertible into Class A Common Stock, as applicable; (v) the awards of 5,250,000 vested restricted stock units held by each of the Executives will be settled into shares of Class A Common Stock on or prior to April 1, 2022; (vi) the unvested awards of 5,250,000 market-vesting restricted stock units held by Mr. Mercer and 4,500,000 market-vesting restricted stock units held by Mr. Wendel, in each case granted on November 15, 2021, will remain outstanding and subject to vesting and settlement into shares of Class A Common Stock based on achievement of the applicable share price thresholds; one third of these awards will vest if the price of the Company’s common stock equals or exceeds $15.00, one third of these awards will vest if the price of the Company’s common stock equals or exceeds $20.00, and one third of these awards will vest if the price of the Company’s common stock equals or exceeds $25.00 (in each case for 20 trading days within any 30-trading-day period on or prior to August 26, 2026), and the awards are subject to full acceleration upon a change in control of the Company (as defined in the Company’s 2021 Founder Incentive Plan); (vii) the outstanding, unvested portion of equity-based awards granted the Executives prior to August 26, 2021, will become fully vested; (viii) all other outstanding unvested Company equity awards held by the Executives, consisting of 4,923,695 restricted stock units held by Mr. Mercer and 3,492,972 restricted stock units held by Mr. Wendel will be immediately forfeited; and (ix) the Executives will be entitled to reimbursement of reasonable expenses in connection with their entry into the Separation Agreements. The Separation Agreements also include customary mutual release and non-disparagement provisions on behalf of the Executives and the Company. In addition, under his Separation Agreement, Mr. Mercer agrees to serve as an independent advisor to the Board through March 31, 2023 in exchange for a $375,000 consulting fee.
The foregoing summaries are qualified in its entirety by reference to the full text of the Separation Agreements, copies of which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 26, 2022, the Board approved an amendment to Section 4.3 of the Company’s Bylaws, effective upon Mr. Mercer’s resignation from the Board, to allow for the appointment of Co-Chairpersons of the Board (the “Bylaws Amendment”) and provide that the Company’s Chief Executive Officer may not serve as the Chairperson of the Board or a Co-Chairperson of the Board. Pursuant to the Bylaws Amendment, each Co-Chairperson of the Board individually shall have all of the rights and powers of the Chairperson of the Board set forth in the Bylaws, in the Company’s Certificate of Incorporation, as provided by applicable law and as otherwise specified by the Board. A copy of the Bylaws Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 8.01 Other Events.
On March 28, 2022, the Company issued a press release in connection with the resignations of Mr. Mercer and Mr. Wendel’s employment and Board directorships and the appointments of Mr. Cubbage and Ms. Savitt. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit Number | Description |
3.1 | |
99.1 | |
| 104 | Cover Page to this Current Report on Form 8-K in Inline XBRL. |
SIGNATURES
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: March 28, 2022
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| Volta Inc. |
| By: | /s/ James S. DeGraw |
| Name: James S. DeGraw |
| Title: General Counsel, Chief Administrative Officer |
FIRST AMENDMENT TO THE BYLAWS OF VOLTA INC.
On March 26, 2022, the board of directors (the “Board”) of Volta Inc., a Delaware
corporation (the “Corporation”), adopted and approved the following amendment (the
“Amendment”) to the bylaws of the Corporation, adopted as of August 26, 2021 (the “Bylaws”),
pursuant to and in accordance with the Bylaws and the terms of the Certificate of Incorporation of the Corporation dated as of August 26, 2021 (the “Certificate of Incorporation”), and the
General Corporation Law of the State of Delaware, with the Amendment effective immediately upon Scott Mercer’s resignation from the Board.
1.Amendment. Section 4.3 of the Bylaws is amended and restated to read in its entirety as follows:
4.3 Chairperson of the Board
Subject to the provisions of Section 2.7 of these Bylaws, the Chairperson of the Board shall have the power to preside at all meetings of the Board and shall have such other powers and duties as provided in these Bylaws and as the Board may from time to time prescribe. Notwithstanding anything to the contrary in these Bylaws, as an alternative to having a single Chairperson of the Board, the Board may appoint two individuals to serve as Co-Chairpersons. If the Board elects to appoint two individuals as Co-Chairpersons, each co-Chairperson individually shall have all of the rights and powers of the Chairperson set forth in these Bylaws, in the Certificate of Incorporation, as provided by applicable law and as otherwise specified by the Board. The Corporation’s Chief Executive Officer may not serve as the Chairperson or a Co-Chairperson.
2.Form of Adoption. This Amendment has been adopted and approved by the Board in accordance with Article X of the Bylaws and Article IX of the Certificate of Incorporation.
Volta Inc. Announces Leadership Transition
Founder and CEO Scott Mercer to Step Down Following Transition Period
Independent Directors Kathy Savitt and Vince Cubbage Named Co-Chairs of the Board
March 28, 2022 7:00 AM EDT
SAN FRANCISCO--(BUSINESS WIRE)--Volta Inc. (NYSE: VLTA) announced today that Founder Scott Mercer has resigned as Chief Executive Officer. He will continue in that role for a transitional period and will serve as an advisor to the Board through March 31, 2023 and assist the Board in a search for a new CEO.
Scott Mercer is also resigning from the Board, effective immediately. The Board has appointed independent directors Vince Cubbage and Kathy Savitt as the Board’s Co-Chairs, and is committed to keeping the CEO and Board Chair roles separate going forward. Co-Founder and President Chris Wendel has also resigned from the company and the Board, effective immediately. As part of the transition, both Scott Mercer and Chris Wendel are converting their existing Class B share holdings and equity awards to Class A stock.
Scott Mercer, Founder and departing CEO, said, “I am incredibly proud of Volta and what this team has achieved so far, and I am truly excited for its next phase of growth as the industry accelerates and matures. Volta was started with the ambition to be the best business model in the EV charging space, and now the company’s focus needs to turn to scaled, public-market-facing growth.”
“Since Volta was founded 12 years ago, it has created an entirely new industry as well as an unparalleled experience for both customers and drivers,” said Vince Cubbage, Co-Chair of the Board. “With Volta’s listing as a public company last August, the Board and Founders mutually determined that now is the right time to identify new leadership
with experience in managing public companies to serve the best interests of stakeholders and unlock the company’s full value potential.”
“The Board believes firmly that Volta is a great company with strong fundamentals, and is well-positioned to capitalize on the enormous opportunity before it,” said Kathy Savitt, Co-Chair of the Board. “We look forward to a smooth transition as Volta’s talented executive leadership team executes on the company’s strategic plan to build the fueling infrastructure of the future.”
About Volta Charging
Volta Inc. (NYSE: VLTA) is the industry leader in commerce-centric EV charging networks. Volta’s vision is to build charging networks that capitalize on and catalyze the shift from combustion-powered miles to electric miles by placing stations where consumers live, work, shop, and play. By leveraging a data-driven understanding of driver behavior to deliver EV charging solutions that fit seamlessly into drivers’ daily routines, Volta’s goal is to benefit consumers, brands, and real-estate locations while helping to build the infrastructure of the future. As part of Volta’s unique EV charging offering, its stations allow it to enhance its site hosts’ and strategic partners’ core commercial interests, creating a new means for them to benefit from the transformative shift to electric mobility. To learn more, visit www.voltacharging.com.
Forward-Looking Statements
This press release includes forward-looking statements, which are subject to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "feel,” “believes,” expects,” “estimates,” “projects,” “intends,” “should,” “is to be,” or the negative of such terms, or other comparable terminology and include, among other things, statements regarding Volta’s strategy and other future events that involve risks and uncertainties. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially
from the forward-looking statements contained herein due to many factors, including, but not limited to: intense competition faced by Volta in the EV charging market and in its content activities; the possibility that Volta is not able to build on and develop strong relationships with real estate and retail partners to build out its charging network and content partners to expand its content sales activities; market conditions, including seasonality, that may impact the demand for EVs and EV charging stations or content on Volta’s digital displays; risks, cost overruns and delays associated with construction and installation of Volta’s charging stations; risks associated with any future expansion by Volta into additional international markets; cost increases, delays or new or increased taxation or other restrictions on the availability or cost of electricity; rapid technological change in the EV industry may require Volta to continue to develop new products and product innovations, which it may not be able to do successfully or without significant cost; the risk that Volta’s shift to including a pay-for-use charging business model and the requirement of mobile check-ins adversely impacts Volta’s ability to retain driver interest, content partners and site hosts; the EV market may not continue to grow as expected; and the ability to protect its intellectual property rights; and those factors discussed in Volta’s Registration Statement on Form S-1, under the heading “Risk Factors,” filed with the Securities and Exchange Commission (the “SEC”), as supplemented by Quarterly Reports on Form 10-Q, and other reports and documents Volta files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and Volta undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.
Contacts
Media / Press:
Jette Speights
press@voltacharging.com
Investor / Analyst:
Katherine Bailon
IR@voltacharging.com
