UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2023
ARCIMOTO, INC.
(Exact name of registrant as specified in its charter)
Oregon
(State or other jurisdiction of incorporation)
| 001-38213 | | 26-1449404 |
| (Commission File Number) | | (IRS Employer |
| | | Identification No.) |
2034 West 2nd Avenue, Eugene, OR 97402
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (541) 683-6293
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common stock, no par value | | FUV | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 16, 2023, Arcimoto, Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”), at which the shareholders approved an amendment to the Arcimoto, Inc. 2022 Omnibus Stock Incentive Plan, which was previously adopted by the board of directors of the Company, subject to shareholder approval. A description of the terms and conditions of the plan and the amendment is included in the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on May 1, 2023 (the “Definitive Proxy Statement”), which description is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on June 16,2023. Of the 7,338,249 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, there were present, in person or by proxy, 3,171,602 shares, representing approximately 43.2% of the total voting power of all of the outstanding common stock. At the Annual Meeting, the shareholders voted on five proposals, as described in greater detail in the Definitive Proxy Statement, and cast their votes as described below.
| 1. | The following individuals were elected to serve as directors of the Company, each of whom will hold office until the 2024 annual meeting of shareholders and until his or her successor is duly elected and qualified. Votes cast were as follows: |
| Nominee | | For | | | Withheld | | | Broker Non-Vote | |
| Mark D. Frohnmayer | | | 984,169 | | | | 69,636 | | | | — | |
| Dan M. Creed | | | 964,816 | | | | 88,989 | | | | — | |
| Joshua S. Scherer | | | 958,014 | | | | 95,791 | | | | — | |
| Jesse G. Eisler | | | 960,934 | | | | 92,871 | | | | — | |
| Christopher W. Dawson | | | 1,001,425 | | | | 52,380 | | | | — | |
| 2. | The proposed amendment to the Arcimoto, Inc. 2022 Omnibus Stock Incentive Plan was approved. Votes cast were as follows: |
| For | | | Against | | | Abstain | | | Broker Non-Vote | |
| | 690,277 | | | | 335,430 | | | | 28,098 | | | | 2,117,797 | |
| | | | | | | | | | | | | | | |
| 3. | The shareholders of the Company voted to approve an advisory resolution approving the compensation of the Company’s executive officers as disclosed in the Company’s Definitive Proxy Statement for the Annual Meeting pursuant to the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder. Votes cast were as follows: |
| For | | | Against | | | Abstain | | | Broker Non-Vote | |
| | 763,307 | | | | 265,112 | | | | 25,386 | | | | 2,117,797 | |
| | | | | | | | | | | | | | | |
| 4. | The shareholders of the Company voted upon an advisory resolution to determine whether the aforementioned advisory vote to approve the compensation of the Company’s executive officers will occur every year, every two years, or every three years pursuant to the requirements of Section 14A of the Exchange Act and the rules promulgated thereunder. Votes cast were as follows: |
| 1 Year | | | 2 Years | | | 3 Years | | | Abstain | |
| | 931,778 | | | | 98,199 | | | | 13,016 | | | | 10,812 | |
| | | | | | | | | | | | | | | |
| 5. | The shareholders of the Company voted upon a resolution to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm. Votes cast were as follows: |
| For | | | Against | | | Abstain | | | Broker Non-Vote | |
| | 3,057,616 | | | | 90,628 | | | | 23,358 | | | | — | |
| | | | | | | | | | | | | | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ARCIMOTO, INC. |
| | | |
| Date: June 21, 2023 | By: | /s/ Christopher W. Dawson |
| | | Christopher W. Dawson |
| | | Chief Executive Officer |
