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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): April 19, 2022 (April 19, 2022)
Proterra Inc
(Exact name of registrant as specified in its charter)
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Delaware | 001-39546 | 98-1551379 |
(State or other jurisdiction of
incorporation or organization) | (Commission
File Number) | (I.R.S. Employer
Identification Number) |
1815 Rollins Road
Burlingame, California 94010
(Address of registrant’s principal executive offices, and zip code)
(864) 438-0000
(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communication 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 par value per share | | PTRA | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 Arrangement of Certain Officers.
(c) Proterra Inc (the “Company”) announced today that its Board of Directors (the “Board”) appointed Julian R. Soell, age 54, President of Proterra Transit, a business unit of the Company, effective May 2, 2022.
Prior to joining the Company, Mr. Soell served as Chief Operating Officer of Repairify Inc., a company in the automotive repair and maintenance industry, from January 2021 to April 2022. Prior to that, he served as a Managing Director in customer service and operations roles at Delta Airlines, a global airline, from August 2016 to February 2020, including as Managing Director of Airport Customer Service, Airports East, Managing Director, OCC and Aircraft Turn Process and Managing Director, Operations and Customer Service, Delta Cargo. Mr. Soell has also held management positions at Mercedes-Benz, and senior engineering positions at Harley-Davidson, Inc. and Ford Motor Company. He holds a B.S. degree in mechanical engineering from Lehigh University, an M.S. degree in mechanical engineering from Ohio State University, and an M.B.A. in finance from University of Michigan.
There are no arrangements or understandings between Mr. Soell and any other person pursuant to which Mr. Soell was selected to become the President of Proterra Transit. Mr. Soell does not have any family relationship with any executive officer or director of the Company, or with any person selected to become an executive officer or director of the Company. Neither Mr. Soell nor any member of his immediate family has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with his appointment as President of Proterra Transit, Mr. Soell and the Company entered into an Offer Letter dated April 1, 2022, pursuant to which Mr. Soell will receive a base salary of $400,000, and his bonus target under the Company’s Key Employee Incentive Plan will be 75% of his base salary. Mr. Soell will also receive a $250,000 cash sign-on bonus, less applicable withholding taxes and deductions, provided that if Mr. Soell voluntarily terminates employment with the Company within twelve months of his start date, he will be required to repay the full $250,000 sign-on bonus paid to him. The Board intends to make Mr. Soell an initial equity award of restricted stock units under the Company’s 2021 Equity Incentive Plan of $900,000 in value on the date of grant, with a four-year annual ratable vesting period. The Board further intends to provide Mr. Soell with an annual equity incentive award with four-year ratable vesting valued at $900,000, which will be prorated for fiscal year 2022 based on his actual start date.
The descriptions of the Severance Agreement and the Indemnification Agreement set forth in the Company’s Definitive Proxy Statement on Schedule 14A for its 2022 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 13, 2022 are incorporated by reference herein.
(e) The information set forth above under Item 5.02(c) is hereby incorporated by reference into this Item 5.02(e).
In addition, on April 19, 2022, the Company also entered into a Severance Agreement with Christopher L. Bailey, President of Proterra Powered & Energy, a business unit of the Company.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company announcing the appointment described above is being furnished as Exhibit 99.1 to this filing. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing of the
Company under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Exhibit Description |
| 99.1 | | |
| 104 | | Inline XBRL for the cover page of this Current Report on Form 8-K. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 19, 2022
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| PROTERRA INC |
| |
| | |
| By: | /s/ Gareth T. Joyce |
| Name: | Gareth T. Joyce |
| Title: | President and Chief Executive Officer |
Proterra Announces Appointment of Julian Soell as President of Proterra Transit
BURLINGAME, Calif. – Proterra Inc (NASDAQ: PTRA), a leading innovator in commercial vehicle electrification technology, today announced the appointment of Julian Soell as president of its Proterra Transit business unit effective May 2, 2022.
As president of Proterra Transit, Julian will oversee Proterra’s growing business as the leading manufacturer of electric transit buses in North America. In his role, Julian will report directly to Proterra’s Chief Executive Officer Gareth Joyce.
Julian brings nearly 30 years of automotive and operational experience to Proterra and joins the company after most recently serving as Chief Operating Officer at Repairify, a high-growth global leader in automotive service, technology and business insights solutions. Previously, he held engineering leadership roles at automotive companies including Mercedes Benz USA and Harley-Davidson Motor Company. Outside of the automotive industry, Julian has also held large operational and customer service roles at Delta Air Lines.
Julian holds a Bachelor of Science in Mechanical Engineering from Lehigh University, a Master of Science in Mechanical Engineering from the Ohio State University, and a Master of Business Administration from the University of Michigan.
“Julian brings a wealth of operational and customer service experience to Proterra and we are thrilled to welcome him to our team. Public transit is at the forefront of electrification. Under Julian’s leadership, we look forward to building on Proterra Transit’s strong foundation to further scale our production and deliver industry-leading EV fleet solutions to help transit agencies achieve their zero-emission goals,” said Gareth Joyce, Proterra CEO.
“I’m delighted to join Proterra at this incredibly exciting and important moment for transportation electrification. I want my kids and their kids to be able to see the world as I have or even better; with clean air, sustainable energy and a bright future for us all. I look forward to working with the Proterra Transit team, our transit agency customers and partners to advance this essential work,” said Julian Soell.
With more than 800 vehicles on the road today, Proterra Transit is the leading provider of zero-emission, battery-electric transit buses in the North American market. Designed and manufactured in the United States, Proterra’s electric transit buses are equipped with the company’s industry-leading Proterra Powered battery technology systems.
Proterra recently announced that starting in 2023, the 40-foot Proterra ZX5 Max electric transit bus can be equipped with up to 738 kilowatt hours (kWh) of onboard energy. Through this enhancement, Proterra transit buses are expected to feature the most energy storage of any 40-foot electric bus available in the North American market. With 738 kWh of battery energy storage, the ZX5 Max are designed to deliver more than 300 miles of drive range on a single charge, depending on route conditions, configuration and operation.
Proterra Transit electric buses feature zero tailpipe emissions, saving approximately 230,000 pounds of greenhouse gases annually when replacing a diesel bus. The company’s fleet of zero-emission, electric transit buses has displaced over 140 million pounds of CO2 tailpipe emissions.
About Proterra
Proterra is a leader in the design and manufacture of zero-emission electric transit vehicles and EV technology solutions for commercial applications. With industry-leading durability and energy efficiency based on rigorous U.S. independent testing, Proterra products are proudly designed, engineered, and manufactured in America, with offices in Silicon Valley, South Carolina, and Los Angeles. For more information, please visit www.proterra.com
Media Contact
Proterra Corporate Communications
PR@proterra.com
Investor Contact
Proterra Investor Relations
IR@proterra.com