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): May 15, 2024
EVgo Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 001-39572 | | 85-2326098 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
11835 West Olympic Boulevard, Suite 900E Los Angeles, California | | 90064 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (877) 494-3833
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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 |
| Shares of Class A common stock, $0.0001 par value per share | | EVGO | | The Nasdaq Global Select Market |
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | | EVGOW | | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 15, 2024, EVgo Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on March 20, 2024, the record date for the Annual Meeting, the Company had 301,953,526 shares of common stock outstanding. The holders of 262,475,093 shares of the Company’s common stock were present at the Annual Meeting, either virtually or by proxy, which constituted a quorum for the purpose of conducting business at the Annual Meeting.
Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting.
Proposal No. 1 – Election of Directors
The Company’s stockholders elected the following nominees for director to serve as Class III directors for a term expiring in 2027 or until their successors shall have been elected and qualified:
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| David Nanus | | 212,510,960 | | 13,730,610 | | 36,233,523 |
| Katherine Motlagh | | 212,573,912 | | 13,667,658 | | 36,233,523 |
| Scott Griffith | | 224,070,414 | | 2,171,156 | | 36,233,523 |
Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2024 was ratified.
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 259,880,077 | | 1,954,518 | | 640,498 | | -- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | EVgo Inc. |
| | | |
| Date: May 16, 2024 | By: | /s/ Francine Sullivan |
| | Name: | Francine Sullivan |
| | Title: | Chief Legal Officer |
