--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-023742" form_type: "8-K" ticker: null cik: "0001820630" company_name: "Proterra Inc" filed_at: "2023-06-28T23:59:59+00:00" generated_at: "2026-06-13T15:41:06.467827+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Proterra shareholders approve doubling authorized shares to 1B at annual meeting ## Summary - Stockholders approved amendment to increase authorized common shares from 500M to 1B (139M for, 2.7M against). - Re-elected Class II directors Jan R. Hauser, Gareth T. Joyce, and Michael D. Smith to serve until 2026. - Ratified KPMG as independent auditor for FY 2023 (171M for, 1.3M against). - Approved issuance of shares in settlement of convertible notes (139.6M for, 2.1M against). - Advisory approval of named executive officer compensation (125M for, 14.8M against). ## SEC filing metadata - accession: 0001628280-23-023742 - form_type: 8-K - cik: 0001820630 - company_name: Proterra Inc - filed_at: 2023-06-28T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1820630/000162828023023742/0001628280-23-023742-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1820630/000162828023023742/ptra-20230623.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-023742 - JSON: https://secwatch.observer/filing/0001628280-23-023742.json - Plain text: https://secwatch.observer/filing/0001628280-23-023742.txt ## Key facts - Governance Changes Proterra Inc: Increased authorized shares of Common Stock from 500,000,000 to 1,000,000,000 (effective 2023-06-27). - Change: charter amendment - Effective: 2023-06-27 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000162828023023742/0001628280-23-023742-index.htm - Shareholder Votes Proterra Inc shareholders approved Ratification of appointment of independent registered public accounting firm at the 2023-06-23 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000162828023023742/0001628280-23-023742-index.htm - Shareholder Votes Proterra Inc shareholders approved Amendment of our 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 at the 2023-06-23 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000162828023023742/0001628280-23-023742-index.htm - Shareholder Votes Proterra Inc shareholders approved To elect Jan R. Hauser, Gareth T. Joyce and Michael D. Smith as Class II directors to serve until the 2026 Annual Meeting of Stockholders at the 2023-06-23 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000162828023023742/0001628280-23-023742-index.htm - Shareholder Votes Proterra Inc shareholders approved Advisory vote on the compensation of our named executive officers at the 2023-06-23 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000162828023023742/0001628280-23-023742-index.htm - Shareholder Votes Proterra Inc shareholders approved Approval of the issuance by us of shares of our 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, our convertible notes in accordance with at the 2023-06-23 meeting. - Outcome: passed - Meeting: 2023-06-23 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1820630/000162828023023742/0001628280-23-023742-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.