---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-063716"
form_type: "8-K"
ticker: null
cik: "0001720990"
company_name: "Fisker Inc./DE"
filed_at: "2024-03-08T23:59:59+00:00"
generated_at: "2026-06-05T00:38:21.174078+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Fisker stockholders approve increase in authorized Class A shares from 1.25B to 2B

## Summary
- Special meeting on March 5, 2024 approved charter amendment raising authorized Class A common from 1.25B to 2.0B shares.
- Stockholders also approved potential issuance of more than 19.99% of outstanding shares per NYSE rules.
- Vote on share increase: 1.45B for, 45.3M against, 4.2M abstained; broker non-votes N/A.
- Certificate of Amendment filed with Delaware Secretary of State on March 7, 2024 and effective immediately.
- Increase enables future equity issuance, likely dilutive for existing shareholders.

## SEC filing metadata
- accession: 0001193125-24-063716
- form_type: 8-K
- cik: 0001720990
- company_name: Fisker Inc./DE
- filed_at: 2024-03-08T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1720990/000119312524063716/0001193125-24-063716-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1720990/000119312524063716/d750678d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-063716
- JSON: https://secwatch.observer/filing/0001193125-24-063716.json
- Plain text: https://secwatch.observer/filing/0001193125-24-063716.txt

## Key facts
- Governance Changes
  Fisker Inc./DE: Amendment to increase authorized shares of Class A Common Stock from 1,250,000,000 to 2,000,000,000 (effective 2024-03-07).
  - Change: charter amendment
  - Effective: 2024-03-07
  source text: The Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware on March 7, 2024 to reflect this amendment, which became effective immediately upon filing.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1720990/000119312524063716/0001193125-24-063716-index.htm
- Shareholder Votes
  Fisker Inc./DE shareholders approved Approval of potential issuance of more than 19.99% of outstanding shares of Class A Common Stock.
  - Outcome: passed
  source text: For purposes of the rules of the New York Stock Exchange, the potential issuance of more than 19.99% of the outstanding shares of Class A Common Stock was approved. The voting results were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 1,362,996,358 16,737,272 1,241,992 115,017,774
  evidence_url: https://www.sec.gov/Archives/edgar/data/1720990/000119312524063716/0001193125-24-063716-index.htm
- Shareholder Votes
  Fisker Inc./DE shareholders approved Adoption of amendment to increase authorized shares of Class A Common Stock from 1,250,000,000 to 2,000,000,000.
  - Proposal: charter amendment
  - Outcome: passed
  source text: The adoption of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation was approved to increase the total number of shares of Class A Common Stock that the Company will have authority to issue from 1,250,000,000 shares to 2,000,000,000 shares. The voting results were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 1,446,476,714 45,349,811 4,166,871 N/A
  evidence_url: https://www.sec.gov/Archives/edgar/data/1720990/000119312524063716/0001193125-24-063716-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.