Proterra shareholders approve doubling authorized shares to 1B at annual meeting

On June 23, 2023, Proterra Inc (the “Company”) held its 2023 Annual Meeting of Stockholders virtually via audio webcast (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the total number of authorized shares of the Company’s Common Stock from 500,000,000 shares to 1,000,000,000 shares (the “Amendment”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of Delaware on June 27, 2023 (the “Certificate of Amendment”).

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm. Votes For Votes Against Abstentions Broker Non-Votes 171,065,457 1,264,945 351,033 0 The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. There were no broker non-votes on this matter.

Proposal 5: Amendment of Certificate of Incorporation. Votes For Votes Against Abstentions Broker Non-Votes 138,984,585 2,688,933 148,056 30,859,861 The stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of our Common Stock from 500,000,000 shares to 1,000,000,000 shares.

Proposal 1: Election of Directors. Nominee Votes For Votes Withheld Broker Non-Votes Jan R. Hauser 130,910,575 10,910,999 30,859,861 Gareth T. Joyce 139,571,895 2,249,679 30,859,861 Michael D. Smith 138,521,817 3,299,757 30,859,861 Jan R. Hauser, Gareth T. Joyce and Michael D. Smith were elected as Class II directors to serve until the 2026 Annual Meeting of Stockholders.

Proposal 2: Advisory vote on the compensation of our named executive officers. Votes For Votes Against Abstentions Broker Non-Votes 125,036,246 14,770,426 2,014,902 30,859,861 The stockholders approved, on an advisory basis, the compensation of our named executive officers.

Proposal 4: Issuance of Shares. Votes For Votes Against Abstentions Broker Non-Votes 139,561,053 2,088,389 172,132 30,859,861 The stockholders approved the issuance by the Company of shares of its Common Stock (or securities convertible into or exercisable for common stock), in settlement of the potential future conversion in full of the aggregate principal amount of, plus accrued and unpaid interest on, the Company’s convertible notes in accordance with the applicable rules of the Nasdaq Stock Market.