Archer Aviation (ACHR) 8-KDeparture of Directors or Certain Officers

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 : June 15, 2022

Archer Aviation Inc.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: 650-272-3233

N/A

(Former Name or Former Address, if Changed Since Last Report)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

(e) Amendment and Restatement of 2021 Equity Incentive Plan

As reported in Item 5.07 below, at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Archer Aviation Inc. (the “Company”), held virtually on June 10, 2022, the Company’s stockholders approved an amendment and restatement of the Company’s 2021 Equity Incentive Plan (the “Amended and Restated 2021 Plan”) to (i) increase the number of shares of the Company’s common stock that may be authorized for grant pursuant to awards under the Amended and Restated 2021 Plan by 23,496,329 shares, (ii) increase the “evergreen” provision for purposes of the Amended and Restated 2021 Plan in an amount equal to 5% of the total number of shares of common stock outstanding on the prior December 31 (or such lesser number chosen by the board of directors), and (iii) make certain other changes. The Company’s board of directors previously approved the Amended and Restated 2021 Plan, subject to such stockholder approval.

A summary of the material terms of the Amended and Restated 2021 Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2022 (the “Proxy Statement”). That summary and the above description of the Amended and Restated 2021 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated 2021 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 10, 2022, the Company held its Annual Meeting virtually. The Company’s stockholders voted on three proposals at the Annual Meeting, each of which is described in more detail in the Company���s Proxy Statement. There were 88,129,640 shares of Class A common stock and 38,071,553 shares of Class B common stock present at the Annual Meeting, online or by proxy, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, each share of Class A common stock represented one vote and each share of Class B common stock represented ten votes.

At the Annual Meeting, the Company’s stockholders voted on the following proposals:

 The final results for each of these proposals are as follows:

Proposal 1: Election of Directors.

Deborah Diaz and Fred Diaz were elected as Class I directors to serve until the 2025 Annual Meeting of Stockholders, and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal.

Proposal 2: Approval of the Company’s Amended and Restated 2021 Plan.

The stockholders approved the Amended and Restated 2021 Plan.

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm.

The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. There were no broker non-votes on this matter.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

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.