--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-087948" form_type: "8-K" ticker: "BINI" cik: "0001499961" company_name: "BOLLINGER INNOVATIONS, INC." filed_at: "2023-08-07T23:59:59+00:00" generated_at: "2026-06-12T04:08:52.608817+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Mullen shareholders approve reverse split up to 1:100, CEO performance award, plan expansion ## Summary - Reverse stock split authorized at ratio 1:2 to 1:100 as Board determines; 221M votes for, 103M against. - Stockholders approved 2022 Plan amendment increasing authorized shares by 52 million. - CEO David Michery granted performance award: up to 3% of outstanding shares per vehicle milestone, 1% per $25M revenue (max $250M). - Proposal to reincorporate in Maryland failed (no quorum on preferred stock classes). - All other proposals (director elections, auditor ratification, advisory votes) passed. ## SEC filing metadata - accession: 0001104659-23-087948 - form_type: 8-K - ticker: BINI - cik: 0001499961 - company_name: BOLLINGER INNOVATIONS, INC. - filed_at: 2023-08-07T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1499961/000110465923087948/0001104659-23-087948-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1499961/000110465923087948/tm2322882d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-087948 - JSON: https://secwatch.observer/filing/0001104659-23-087948.json - Plain text: https://secwatch.observer/filing/0001104659-23-087948.txt ## Key facts - Shareholder Votes BOLLINGER INNOVATIONS, INC. shareholders approved To approve amendments to the Company’s 2022 Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Plan by 52,000,000 shares at the 2023-08-03 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-08-03 source text: Proposal 2 : To approve amendments to the Company’s 2022 Plan to increase the number of shares of Common Stock authorized for issuance under the 2022 Plan by 52,000,000 shares. The proposal required the affirmative vote of a majority of the voting power of the outstanding shares of Common Stock, Series A Preferred Stock and Series C Preferred Stock (voting on an as-converted to Common Stock basis), present in person or represented by proxy and entitled to vote thereon. Abstentions had the same effect as votes against the proposal. Broker non-votes had no effect on the result of the vote. The proposal was approved by a vote of stockholders as follows: Votes For Votes Against Abstentions Broker Non-Votes 180,417,275 80,465,288 2,160,480 62,751,452 evidence_url: https://www.sec.gov/Archives/edgar/data/1499961/000110465923087948/0001104659-23-087948-index.htm - Shareholder Votes BOLLINGER INNOVATIONS, INC. shareholders voted on To approve the conversion of Mullen Automotive Inc. from a Delaware Corporation to a Maryland Corporation at the 2023-08-03 meeting. - Meeting: 2023-08-03 source text: Proposal 4 : To approve the conversion of Mullen Automotive Inc. from a Delaware Corporation to a Maryland Corporation. This proposal required the affirmative vote of (i) a majority of the voting power of the outstanding shares of Common Stock, Series A Preferred Stock and Series C Preferred Stock (voting on an as-converted to Common Stock basis), entitled to vote thereon, all voting together as a single class and (ii) a majority of the outstanding shares of each of the Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, entitled to vote thereon, each voting as a separate class. Abstentions and broker non-votes have the effect of a vote against the proposal. In addition, because Proposal 4 required separate class votes of each of the Series A Preferred Stock, Series C Preferred Stock and Series D Preferred stock, the presence, in person or by proxy, of the holders of a majority of the outstanding shares of each such series is required to constitute a quorum evidence_url: https://www.sec.gov/Archives/edgar/data/1499961/000110465923087948/0001104659-23-087948-index.htm - Shareholder Votes BOLLINGER INNOVATIONS, INC. shareholders approved Election of two Class II directors to serve for a three-year term ending as of the annual meeting in 2026 at the 2023-08-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-08-03 source text: Proposal 1 : To elect two Class II directors to serve for a three-year term ending as of the annual meeting in 2026. Each of the two nominees listed below has been elected to serve as Class II director on the Board of Directors for a three-year term ending as of the annual meeting in 2026 or until their respective successors are elected and qualify. The voting results were as follows: Director Nominee Votes For Votes Withheld Broker Non-Votes Kent Puckett 211,086,161 51,956,882 62,751,452 Mark Betor 211,358,276 51,684,767 62,751,452 evidence_url: https://www.sec.gov/Archives/edgar/data/1499961/000110465923087948/0001104659-23-087948-index.htm - Shareholder Votes BOLLINGER INNOVATIONS, INC. shareholders approved To approve the amendment of the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at an exchange ratio between 1-for-2 to 1-for-100, as determined by the Company’s Board at the 2023-08-03 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-08-03 source text: Proposal 3 : To approve the amendment of the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding common stock at an exchange ratio between 1-for-2 to 1-for-100, as determined by the Company’s Board. On July 17, 2023, the Delaware governor signed into law amendments to the Delaware General Corporation Law (“ DGCL ”), effective as of August 1, 2023 (the “ August 2023 DGCL Amendments ”), providing that the required stockholder vote for an amendment to a company’s certificate of incorporation effectuating a reverse stock split would be approved if the votes cast for such amendment exceeds the votes cast against such amendment, assuming the presence of a quorum and if the shares meet the listing requirement of the national securities exchange on which they are listed relating to the minimum number of holders immediately after such amendment becomes effective (the “ New Vote Requirement ”). As described in the Proxy evidence_url: https://www.sec.gov/Archives/edgar/data/1499961/000110465923087948/0001104659-23-087948-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.