- More than 50% of ALL outstanding shares are needed to vote favorably to pass Proposal 2
- Strong voting support has been received in favor of Proposal 2 showing high-level of engagement and support from Nikola stockholders
- The large number of individual stockholder accounts, in excess of 700,000, create a challenge in obtaining the votes needed
- Options are available to facilitate passage of Proposal 2 if vote not secured by June 7
Proposal 2 would allow Nikola to increase its authorized number of shares of common stock.
As of June 5, 2023, Proposal 2 has received positive voting support. Nikola continues to work to secure more than 50% of ALL outstanding shares to vote favorably to pass Proposal 2, noting challenges with obtaining approval due to the significant number of stockholders, including a large number of individual retail accounts, and international accounts.
Nikola faced a similar challenge at last year’s Annual Meeting which resulted in several adjournments to allow for more time to get the votes needed. If necessary, Nikola will adjourn its Annual Meeting to allow for more time to vote on all proposals.
The Delaware State Senate recently passed a bill approving proposed amendments to the Delaware General Corporation Law that would reduce the threshold for approval to a majority of the shares voting on the proposal. The pending legislation is expected to be effective August 1, 2023. Under this proposed new law, Nikola would have sufficient number of votes today to secure approval for Proposal 2.
Nikola’s Board of Directors and leadership team believe it is in the best interest of Nikola and its stockholders to move Proposal 2 forward, to ensure Nikola can continue its ongoing operations, including the need for capital. Nikola is only weeks away from the initial commercial production of its hydrogen fuel cell electric truck. Without the approval of Proposal 2, Nikola’s business objectives will be delayed or compromised.
Voting is quick and simple:
- BY PHONE: Please call Alliance Advisors, Nikola’s proxy solicitor, toll-free, at (855) 935-2562, if in North America. International voters can call 1 (551) 210-9929. You can also contact Alliance Advisors if you have any questions about voting.
- BY INTERNET: Vote at www.proxyvote.com using your control number by following the instructions shared by your broker, bank or other nominee.
- If you are a Robinhood holder, proxy voting emails are sent by noreply@robinhood.com and voting is hosted by Say Technologies. You will be able to vote and view materials directly from your email.
Every vote matters. Stockholders must ACTIVELY VOTE by 11:59 p.m., Eastern Time, on June 6, 2023, for their vote to count. Stockholders as of the close of business on April 10, 2023, are entitled to vote, even if they no longer own the shares.
The 2023 Annual Meeting of Stockholders will be held virtually on Wednesday, June 7, 2023, at 1:00 p.m., Pacific Time via live audio webcast. In order to attend, register in advance at http://www.viewproxy.com/nkla/2023 by 11:59 p.m., PT on June 6, 2023.