secwatch / observer
8-K filed August 4, 2023, 7:59 PM ET CIK 0001731289
leadership confidence high sentiment negative materiality 0.85

Nikola appoints Stephen Girsky as CEO after Lohscheller resigns; shareholders approve doubling authorized shares

Nikola Corp

item 5.02item 5.07

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Departed

Michael Lohscheller

Director
Nikola Corp
Effective
2023-08-31
Filed
August 4, 2023, 7:59 PM ET
Mr. Lohscheller also resigned from the Board, effective August 31, 2023.
Appointed

Steven M. Shindler

Chair of the Board
Nikola Corp
Effective
2023-08-04
Filed
August 4, 2023, 7:59 PM ET
On August 3, 2023, the Board appointed Steven M. Shindler, a current member of the Board and Chair of the Audit Committee, Chair of the Board effective, August 4, 2023.
Departed

Michael Lohscheller

President and Chief Executive Officer
Nikola Corp
Effective
2023-08-04
Successor
Stephen J. Girsky
Filed
August 4, 2023, 7:59 PM ET
appointed Stephen J. Girsky President and Chief Executive Officer in connection with Michael Lohscheller’s resignation from that position, in each case effective August 4, 2023.
Appointed

Stephen J. Girsky

President and Chief Executive Officer
Nikola Corp
Effective
2023-08-04
Filed
August 4, 2023, 7:59 PM ET
On August 3, 2023, the board of directors (the “Board”) of Nikola Corporation (the “Company”) appointed Stephen J. Girsky President and Chief Executive Officer in connection with Michael Lohscheller’s resignation from that position, in each case effective August 4, 2023.
Role change

Stephen J. Girsky

Chair of the Board
Nikola Corp
Effective
2023-08-04
Successor
Steven M. Shindler
Filed
August 4, 2023, 7:59 PM ET
Effective August 4, 2023, Mr. Girsky will cease serving as Chair of the Board, but will remain a member of the Board.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 1.0

Michael Lohscheller resigned as Director at Nikola Corp.

Action
resigned
Role
Director
Exact text from the filing
Mr. Lohscheller also resigned from the Board, effective August 31, 2023.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Steven M. Shindler was appointed as Chair of the Board at Nikola Corp.

Action
appointed
Role
Chair of the Board
Exact text from the filing
On August 3, 2023, the Board appointed Steven M. Shindler, a current member of the Board and Chair of the Audit Committee, Chair of the Board effective, August 4, 2023.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Michael Lohscheller resigned as President and Chief Executive Officer at Nikola Corp.

Action
resigned
Role
President and Chief Executive Officer
Exact text from the filing
appointed Stephen J. Girsky President and Chief Executive Officer in connection with Michael Lohscheller’s resignation from that position, in each case effective August 4, 2023.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Stephen J. Girsky was appointed as President and Chief Executive Officer at Nikola Corp.

Action
appointed
Role
President and Chief Executive Officer
Exact text from the filing
On August 3, 2023, the board of directors (the “Board”) of Nikola Corporation (the “Company”) appointed Stephen J. Girsky President and Chief Executive Officer in connection with Michael Lohscheller’s resignation from that position, in each case effective August 4, 2023.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 1.0

Stephen J. Girsky changed role as Chair of the Board at Nikola Corp.

Action
ceased serving as
Role
Chair of the Board
Exact text from the filing
Effective August 4, 2023, Mr. Girsky will cease serving as Chair of the Board, but will remain a member of the Board.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Nikola Corp shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 at the 2023-08-03 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2023-08-03
Exact text from the filing
6. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified. For Against Abstain 386,660,452 14,218,091 4,881,101
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Nikola Corp shareholders approved Approve an amendment to the Nikola Corporation 2020 Stock Incentive Plan at the 2023-08-03 meeting.

Proposal
equity plan
Outcome
passed
Meeting
2023-08-03
Exact text from the filing
4. The proposal to approve an amendment to the Nikola Corporation 2020 Stock Incentive Plan was approved. For Against Abstain 246,543,331 85,154,409 5,584,812
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Nikola Corp shareholders approved Approve the issuance of the Company’s common stock upon the conversion of 8.00% / 11.00% Series B Convertible Senior PIK Toggle Notes due 2026 and related change of control at the 2023-08-03 meeting.

Proposal
merger approval
Outcome
passed
Meeting
2023-08-03
Exact text from the filing
3. The proposal to approve the issuance of the Company’s common stock upon the conversion of 8.00% / 11.00% Series B Convertible Senior PIK Toggle Notes due 2026 and related change of control was approved. For Against Abstain 216,677,224 115,391,210 5,214,119
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Nikola Corp shareholders approved Approve an amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 800,000,000 to 1,600,000,000 at the 2023-08-03 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-08-03
Exact text from the filing
2. The proposal to approve an amendment to the Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 800,000,000 to 1,600,000,000 was approved. For Against Abstain 217,642,873 115,695,586 3,944,093
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Nikola Corp shareholders approved Election of directors to serve until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified at the 2023-08-03 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-08-03
Exact text from the filing
1. The following directors were elected to serve until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified: For Withheld Broker Non-Votes Stephen J. Girsky 215,903,528 121,379,029 68,477,087 Michael Lohscheller 270,631,026 66,651,531 68,477,087 Michael L. Mansuetti 265,740,967 71,541,590 68,477,087 Mary L. Petrovich 220,875,948 116,406,609 68,477,087 Steven M. Shindler 230,027,905 107,254,652 68,477,087 Bruce L. Smith 225,824,012 111,458,545 68,477,087 Andrew M. Vesey 270,091,677 67,190,880 68,477,087
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Nikola Corp shareholders approved Approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers at the 2023-08-03 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-08-03
Exact text from the filing
5. The proposal to approve, on a non-binding advisory basis, the compensation paid by the Company to its named executive officers, was approved. For Against Abstain Broker Non-Votes 237,341,096 93,688,440 6,253,016 68,477,092
View on SEC.gov

162 shareholder votes filed in the last 30 days. Browse all shareholder votes →

Source: SEC EDGAR
accession 0001731289-23-000196
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