--- schema_version: "secwatch.filing_event.v1" accession: "0001731289-23-000196" form_type: "8-K" ticker: null cik: "0001731289" company_name: "Nikola Corp" filed_at: "2023-08-04T23:59:59+00:00" generated_at: "2026-06-12T06:10:08.087399+00:00" event_type: "leadership" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Nikola appoints Stephen Girsky as CEO after Lohscheller resigns; shareholders approve doubling authorized shares ## Summary - Michael Lohscheller resigned as CEO (effective Aug 4, 2023) and from Board (Aug 31, 2023); stays as advisor through Sep 29. - Stephen J. Girsky appointed President & CEO, effective Aug 4, with $1M salary, 550k RSUs, and 1M PSUs. - Steven M. Shindler appointed Chair of Board effective Aug 4, 2023; granted 75,000 RSUs. - Shareholders approved increasing authorized common shares from 800M to 1.6B and issuance upon conversion of Series B Convertible Notes. - Annual meeting also approved amendment to 2020 Stock Incentive Plan, advisory vote on exec compensation, and ratified Ernst & Young as auditor. ## SEC filing metadata - accession: 0001731289-23-000196 - form_type: 8-K - cik: 0001731289 - company_name: Nikola Corp - filed_at: 2023-08-04T23:59:59+00:00 - event_type: leadership - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 5.02, 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1731289/000173128923000196/0001731289-23-000196-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1731289/000173128923000196/nkla-20230803.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001731289-23-000196 - JSON: https://secwatch.observer/filing/0001731289-23-000196.json - Plain text: https://secwatch.observer/filing/0001731289-23-000196.txt ## Key facts - Executive change Michael Lohscheller resigned as Director at Nikola Corp. - Action: resigned - Role: Director source text: Mr. Lohscheller also resigned from the Board, effective August 31, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000173128923000196/0001731289-23-000196-index.htm - Executive change Steven M. Shindler was appointed as Chair of the Board at Nikola Corp. - Action: appointed - Role: Chair of the Board source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000173128923000196/0001731289-23-000196-index.htm - Executive change Michael Lohscheller resigned as President and Chief Executive Officer at Nikola Corp. - Action: resigned - Role: President and Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000173128923000196/0001731289-23-000196-index.htm - Executive change Stephen J. Girsky was appointed as President and Chief Executive Officer at Nikola Corp. - Action: appointed - Role: President and Chief Executive Officer source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000173128923000196/0001731289-23-000196-index.htm - Executive change Stephen J. Girsky changed role as Chair of the Board at Nikola Corp. - Action: ceased serving as - Role: Chair of the Board source text: Effective August 4, 2023, Mr. Girsky will cease serving as Chair of the Board, but will remain a member of the Board. evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000173128923000196/0001731289-23-000196-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000173128923000196/0001731289-23-000196-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000173128923000196/0001731289-23-000196-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000173128923000196/0001731289-23-000196-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000173128923000196/0001731289-23-000196-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000173128923000196/0001731289-23-000196-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1731289/000173128923000196/0001731289-23-000196-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.