Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of stockholders ("Annual Meeting") of Hyzon Motors Inc. (the "Company") was held on August 21, 2024, and the Company's stockholders approved the four proposals listed below. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company's Definitive Proxy Statement, filed with the Securities and Exchange Commission on July 29, 2024.
Proposal 1 - Election of Directors.The Company's stockholders elected two directors as Class III directors to serve until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The voting results for Proposal 1 were as follows:
|
Nominee
|
For
|
Withheld
|
Broker Non-Votes
|
Erik Anderson
|
39,350,226
|
112,080,963
|
31,588,522
|
Parker Meeks
|
108,408,403
|
43,022,786
|
31,588,522
|
Proposal 2 - Reverse Stock Split Authorization Proposal. The Company's stockholders approved an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our Class A common stock at a reverse stock split ratio ranging from 1:20 to 1:50, and authorized the Company's board of directors to determine, at its discretion, the timing of the amendment and the specific ratio of the reverse stock split. The voting results for Proposal 2 were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
176,855,039
|
5,873,111
|
291,561
|
-
|
Proposal 3 - Warrant Approval Proposal. The Company's stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of more than 19.99% of our outstanding Class A common stock issuable upon the exercise of Class A common warrants (the "Warrants") issued pursuant to that certain Securities Purchase Agreement, dated as of July 19, 2024, by and among the Company and purchasers thereto in the event of an exercise price adjustment provision as a result of a share split, share dividend, share combination or other such event as described in the Warrants. The voting results for Proposal 3 were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
143,950,174
|
6,839,391
|
641,624
|
31,588,522
|
Proposal 4 - Ratify the appointment of KPMG. The Company's stockholders ratified the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. The voting results for Proposal 4 were as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
180,905,368
|
1,226,614
|
887,729
|
-
|