--- schema_version: "secwatch.filing_event.v1" accession: "0001819493-23-000133" form_type: "8-K/A" ticker: "XOS" cik: "0001819493" company_name: "Xos, Inc." filed_at: "2023-06-08T23:59:59+00:00" generated_at: "2026-06-14T05:11:50.152330+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Xos shareholders approve reverse stock split and equity issuances of >20% to Yorkville and Aljomaih ## Summary - Elected Class II directors Alice Jackson, George Mattson, Giordano Sordoni with >115M votes for each. - Ratified Grant Thornton LLP as auditor for FY2023 (133.7M for, 209k against). - Approved amendment to certificate of incorporation for reverse stock split (133.4M for, 912k against). - Approved issuance of >20% of common stock under Standby Equity Purchase Agreement and convertible debentures with Yorkville (~116.4M for each). - Approved issuance of >20% of common stock to Aljomaih Automotive Co. (116.8M for, 1.1M against). ## SEC filing metadata - accession: 0001819493-23-000133 - form_type: 8-K/A - ticker: XOS - cik: 0001819493 - company_name: Xos, Inc. - filed_at: 2023-06-08T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1819493/000181949323000133/0001819493-23-000133-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1819493/000181949323000133/xos-20230531.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001819493-23-000133 - JSON: https://secwatch.observer/filing/0001819493-23-000133.json - Plain text: https://secwatch.observer/filing/0001819493-23-000133.txt ## Key facts - Shareholder Votes Xos, Inc. shareholders approved To elect the following three Class II directors to hold office until the Company’s 2026 Annual Meeting of stockholders. at the 2023-05-31 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-31 source text: To elect the following three Class II directors to hold office until the Company’s 2026 Annual Meeting of stockholders. The voting results were as follows: Name Votes For Votes Withheld Broker Non-Votes Alice Jackson 115,071,586 3,433,723 16,133,118 George Mattson 115,434,605 3,070,704 16,133,118 Giordano Sordoni 117,286,058 1,219,251 16,133,118 evidence_url: https://www.sec.gov/Archives/edgar/data/1819493/000181949323000133/0001819493-23-000133-index.htm - Shareholder Votes Xos, Inc. shareholders approved To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-05-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-31 source text: To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows: Votes For Votes Against Abstentions 133,705,583 209,285 723,559 evidence_url: https://www.sec.gov/Archives/edgar/data/1819493/000181949323000133/0001819493-23-000133-index.htm - Shareholder Votes Xos, Inc. shareholders approved To approve the issuance of 20% or more of the Company’s issued and outstanding common stock to Aljomaih Automotive Co. at the 2023-05-31 meeting. - Outcome: passed - Meeting: 2023-05-31 source text: To approve the issuance of 20% or more of the Company’s issued and outstanding common stock to Aljomaih Automotive Co. The voting results were as follows: Votes For Votes Against Abstentions 116,823,467 1,135,605 546,237 evidence_url: https://www.sec.gov/Archives/edgar/data/1819493/000181949323000133/0001819493-23-000133-index.htm - Shareholder Votes Xos, Inc. shareholders approved To approve the issuance of 20% or more of the Company’s issued and outstanding common stock as of August 9, 2022, pursuant to the convertible debentures with Yorkville. at the 2023-05-31 meeting. - Outcome: passed - Meeting: 2023-05-31 source text: To approve the issuance of 20% or more of the Company’s issued and outstanding common stock as of August 9, 2022, pursuant to the convertible debentures with Yorkville. The voting results were as follows: Votes For Votes Against Abstentions 116,370,953 1,563,844 570,512 evidence_url: https://www.sec.gov/Archives/edgar/data/1819493/000181949323000133/0001819493-23-000133-index.htm - Shareholder Votes Xos, Inc. shareholders approved To approve the issuance of 20% or more of the Company’s issued and outstanding common stock as of March 23, 2022, pursuant to the Standby Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”). at the 2023-05-31 meeting. - Outcome: passed - Meeting: 2023-05-31 source text: To approve the issuance of 20% or more of the Company’s issued and outstanding common stock as of March 23, 2022, pursuant to the Standby Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”). The voting results were as follows: Votes For Votes Against Abstentions 116,390,519 1,549,093 565,697 evidence_url: https://www.sec.gov/Archives/edgar/data/1819493/000181949323000133/0001819493-23-000133-index.htm - Shareholder Votes Xos, Inc. shareholders approved To approve an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock. at the 2023-05-31 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2023-05-31 source text: To approve an amendment to the Company’s certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock. The voting results were as follows: Votes For Votes Against Abstentions 133,361,616 912,890 363,921 evidence_url: https://www.sec.gov/Archives/edgar/data/1819493/000181949323000133/0001819493-23-000133-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.