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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 24, 2023

 

Solid Power, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-40284   86-1888095
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification Number)

 

486 S. Pierce Avenue, Suite E

Louisville, Colorado

   80027
(Address of principal executive offices)   (Zip code)

 

(303) 219-0720

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

¨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, par value $0.0001 per share   SLDP   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50   SLDPW   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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 24, 2023, Solid Power, Inc. (the “Company”) held its 2023 annual meeting of stockholders. Of the 177,515,091 shares of common stock entitled to vote at the annual meeting, 120,253,069 were voted.

 

At the annual meeting, the stockholders elected the three individuals nominated to be Class II directors, ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, and cast an advisory vote on the frequency of future advisory votes regarding executive compensation.

 

Election results for the directors nominated at the annual meeting were as follows:

 

Nominee  For   Withhold   Broker Non-Votes 
Steven Goldberg   83,827,301    4,947,494    31,478,274 
Aleksandra Miziolek   81,308,306    7,466,489    31,478,274 
MaryAnn Wright   87,359,919    1,414,876    31,478,274 

 

Election results for the ratification of the appointment of Ernst & Young, LLP as the independent registered accounting firm for the fiscal year ending December 31, 2023 were as follows:

 

For   Against   Abstain 
 118,614,231    1,346,737    292,101 

 

Election results for the advisory vote on the frequency of future advisory votes regarding executive compensation were as follows:

 

One Year   Two Years   Three Years   Abstain  

Broker

Non-Votes

 
 87,396,306    266,476    886,634    225,379    31,478,274 

 

In light of the results of this advisory vote, and consistent with the recommendation of the Company’s Board of Directors (the “Board”), the Board has determined that the Company will hold an advisory vote on executive compensation for named executive officers every year until the next required advisory vote on the frequency of future advisory votes regarding executive compensation.

 

 

 

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.

 

Dated: May 25, 2023 SOLID POWER, INC.
     
  By: /s/ James Liebscher
    Name: James Liebscher
    Title: Chief Legal Officer and Secretary

 

 

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