--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-049685" form_type: "8-K" ticker: "LCID" cik: "0001811210" company_name: "Lucid Group, Inc." filed_at: "2023-04-25T23:59:59+00:00" generated_at: "2026-06-16T16:41:58.494184+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.55 calibrated_materiality_score: 0.55 confidence: "high" source: SEC EDGAR --- # Shareholders approve 39.2M share increase for Lucid stock plan; charter amended on director removal ## Summary - Shareholders approved second amended stock plan increasing share reserve by 39,166,575 shares; plan prohibits repricing underwater options without stockholder approval. - Charter amended to allow director removal with or without cause by majority vote of stockholders. - Nine directors elected; Turqi Alnowaiser named Chairman of the Board effective April 24, 2023. - Ratification of Grant Thornton as auditor for FY2023 approved. - Advisory vote on 2022 executive compensation passed with 98.9% approval. ## SEC filing metadata - accession: 0001104659-23-049685 - form_type: 8-K - ticker: LCID - cik: 0001811210 - company_name: Lucid Group, Inc. - filed_at: 2023-04-25T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.55 - calibrated_materiality_score: 0.55 - confidence: high - sec_items: 5.02, 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1811210/000110465923049685/0001104659-23-049685-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1811210/000110465923049685/tm2313633d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-049685 - JSON: https://secwatch.observer/filing/0001104659-23-049685.json - Plain text: https://secwatch.observer/filing/0001104659-23-049685.txt ## Key facts - Governance Changes Lucid Group, Inc.: Amended certificate of incorporation to provide that any director may be removed by stockholders with or without cause by majority vote (effective 2023-04-24). - Change: charter amendment - Effective: 2023-04-24 source text: At the Annual Meeting, the Company’s stockholders approved the Company’s Third Amended and Restated Certificate of Incorporation (the “ Certificate ”) to provide that any director may be removed from office by the stockholders of the Company, with or without cause, by the affirmative vote of the holders of a majority of the total voting power of all outstanding securities of the Company generally entitled to vote in the election of directors, voting together as a single class, as described in the Proxy Statement. The Certificate was filed with the Secretary of State of the State of Delaware on April 24, 2023 and became effective on such date. evidence_url: https://www.sec.gov/Archives/edgar/data/1811210/000110465923049685/0001104659-23-049685-index.htm - Shareholder Votes Lucid Group, Inc. shareholders approved Election of Directors at the 2023-04-24 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-04-24 source text: 1. Election of Directors. The following nine nominees were elected to serve as directors until the Company’s 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal, based on the following results of voting: Nominee Votes For Votes Withheld Broker Non- Votes Turqi Alnowaiser 1,234,614,345 19,080,493 208,277,101 Glenn R. August 1,240,676,545 13,018,293 208,277,101 Andrew Liveris 1,226,975,405 26,719,433 208,277,101 Sherif Marakby 1,249,601,412 4,093,426 208,277,101 Nichelle Maynard-Elliott 1,246,884,804 6,810,034 208,277,101 Chabi Nouri 1,250,853,149 2,841,689 208,277,101 Peter Rawlinson 1,248,363,356 5,331,482 208,277,101 Ori Winitzer 1,249,644,836 4,050,002 208,277,101 Janet S. Wong 1,249,648,685 4,046,153 208,277,101 evidence_url: https://www.sec.gov/Archives/edgar/data/1811210/000110465923049685/0001104659-23-049685-index.htm - Shareholder Votes Lucid Group, Inc. shareholders approved Ratification of the Selection of the Independent Registered Public Accounting Firm at the 2023-04-24 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-04-24 source text: 2. Ratification of the Selection of the Independent Registered Public Accounting Firm. The ratification of the selection of Grant Thornton LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023, was ratified based on the following results of voting: Votes For Votes Against Abstentions Broker Non-Votes 1,455,196,446 4,574,102 2,201,391 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1811210/000110465923049685/0001104659-23-049685-index.htm - Shareholder Votes Lucid Group, Inc. shareholders approved Approval of the Third Amended and Restated Certificate of Incorporation at the 2023-04-24 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-04-24 source text: 5. Approval of the Third Amended and Restated Certificate of Incorporation. The amendment and restatement of the Company’s certificate of incorporation was approved, based on the following results of voting: Votes For Votes Against Abstentions Broker Non-Votes 1,250,213,618 1,930,602 1,550,618 208,277,101 evidence_url: https://www.sec.gov/Archives/edgar/data/1811210/000110465923049685/0001104659-23-049685-index.htm - Shareholder Votes Lucid Group, Inc. shareholders approved Approval of the Amendment of the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan at the 2023-04-24 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-04-24 source text: 4. Approval of the Amendment of the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan. The amendment of the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan was approved, based on the following results of voting: Votes For Votes Against Abstentions Broker Non-Votes 1,228,845,858 23,399,455 1,449,525 208,277,101 evidence_url: https://www.sec.gov/Archives/edgar/data/1811210/000110465923049685/0001104659-23-049685-index.htm - Shareholder Votes Lucid Group, Inc. shareholders approved Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers at the 2023-04-24 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-04-24 source text: 3. Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers. The results of the advisory vote regarding the Company’s 2022 executive compensation as disclosed in the Proxy Statement were as follows: Votes For Votes Against Abstentions Broker Non-Votes 1,239,436,893 12,521,821 1,736,124 208,277,101 evidence_url: https://www.sec.gov/Archives/edgar/data/1811210/000110465923049685/0001104659-23-049685-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.