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): December 2,
2020
Hyliion Holdings Corp.
(Exact
name of registrant as specified in its charter)
|
Delaware |
|
001-38823 |
|
82-2538002 |
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
1202
BMC Drive, Suite 100
Cedar Park, TX |
|
78613 |
|
(Address
of principal executive offices) |
|
(Zip
Code) |
(833)
495-4466
(Registrant’s
telephone number, including area code)
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 obligations 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 |
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Common
Stock, $0.0001 par value per share |
|
HYLN |
|
New
York Stock Exchange |
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Warrants,
each whole warrant exercisable for one share of Common Stock at an
exercise price of $11.50 per share |
|
HYLN
WS |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in 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.
Thomas
Healy
On
December 2, 2020, Hyliion Holdings Corp. (the “Company,” “its,”
“we,” “our,” or “us”) entered into an employment agreement with
Thomas Healy, its Chief Executive Officer, which was retroactively
effective to October 1, 2020, the date the Company closed the
initial business combination with Hyliion Inc. Mr. Healy’s
employment agreement provides for an initial three-year term
ending on October 1, 2023, and automatically renews for
successive 12-month terms thereafter unless at least 180 days
prior to the expiration of any then-existing term either party
notifies the other of non-renewal. Pursuant to the terms of his
employment agreement, Mr. Healy receives an annual base salary
of $650,000 and is eligible for discretionary cash
bonuses.
In
addition, pursuant to the terms of his employment agreement, and
subject to the approval of the compensation committee of our Board
of Directors (the “Board”), Mr. Healy is eligible to receive
(i) annual time-based restricted stock unit (“RSU”) awards, in
each case covering a number of shares of our common stock
determined by the Board’s compensation committee in its sole
discretion, and (ii) a one-time performance-based RSU award
covering 1,500,000 shares of our common stock. Each
time-based award (if any) will vest over a
four-year period, with 25% vesting on the
one-year anniversary of the first quarterly vesting date (as
defined in Mr. Healy’s employment agreement) following the grant
date, and 6.25% vesting on each quarterly vesting date thereafter,
subject to Mr. Healy’s continuous service through each
applicable vesting date. The performance-based award will vest
based upon the achievement of objective performance criteria, as
determined by the Board’s compensation committee prior to the grant
date, during the period from October 1, 2020 through
December 31, 2025, subject to Mr. Healy’s continuous
service through each applicable vesting date. We currently expect
the performance-based award will be granted to Mr. Healy
in December 2020.
Pursuant
to the terms of Mr. Healy’s employment agreement, if Mr. Healy’s
employment with us is terminated (i) due to our non-renewal, (ii)
by us without “cause”, or (iii) by Mr. Healy for “good reason”
(such terms as defined in Mr. Healy’s employment agreement), then,
provided Mr. Healy timely executes and does not revoke a release of
claims in our favor and complies with the confidentiality,
non-competition, non-solicitation, and intellectual property
provisions set forth in his employment agreement, he will receive
the following severance benefits: (a) continuing payments of his
then-current annual base salary for 36 months; (b) 100% accelerated
vesting and, if applicable, exercisability of the then-unvested
portion of each of his outstanding equity awards (other than any
equity awards subject to performance-based or other similar vesting
criteria) that was granted to him more than one year prior to the
termination date; (c) each of his then-outstanding and unexercised
stock options (to the extent vested) will remain exercisable for up
to 36 months following the termination date; and (d) reimbursement
on a monthly basis for the difference between the amount he pays to
continue coverage for himself and his eligible dependents under our
group health plans pursuant to COBRA and the employee contribution
amount that our similarly situated employees pay for the same or
similar coverage, for up to 18 months.
In
addition, Mr. Healy’s employment agreement provides that if Mr.
Healy’s employment with us is terminated due to his death, all of
his then-outstanding and unvested equity awards (other than any
equity awards subject to performance-based or other similar vesting
criteria) will immediately vest in full and, if applicable, become
fully exercisable.
Mr.
Healy’s employment agreement also provides that in the event of a
change in control (as defined in the 2020 Plan), and provided Mr.
Healy remains in continuous service through immediately prior to
such change in control, the performance-based RSU award described
above will vest immediately prior to such change in control based
upon the actual achievement of the applicable performance vesting
criteria to which such award is subject. In addition, if any annual
time-based RSU award that Mr. Healy receives pursuant to his
employment agreement is not assumed, substituted for, or continued
by the successor corporation (or a parent or subsidiary thereof) in
the event of a change in control, or if Mr. Healy’s employment
agreement is not assumed or replaced with a substantially similar
(or more beneficial) employment agreement (excluding
performance-based equity awards) by the successor corporation (or a
parent or subsidiary thereof), such award will fully vest and will
be settled immediately prior to the consummation of such change in
control, subject to Mr. Healy’s continued service through
immediately prior to such change in control.
Patrick
Sexton
On
December 2, 2020, we entered into an employment agreement with
Mr. Sexton, our Chief Technology Officer, which was
retroactively effective to October 1, 2020, the date we closed
the initial business combination with Hyliion Inc. Mr. Sexton’s
employment agreement provides for an initial three-year term
ending on October 1, 2023, and automatically renews for
successive 12-month terms thereafter unless at least 180 days
prior to the expiration of any then-existing term either party
notifies the other of non-renewal. Pursuant to the terms of his
employment agreement, Mr. Sexton receives an annual base
salary of $450,000 and is eligible for discretionary cash
bonuses.
In
addition, pursuant to the terms of his employment agreement, and
subject to the approval of the Board’s compensation committee,
Mr. Sexton is eligible to receive (i) annual
time-based RSU awards, with the first annual time-based award
covering 125,000 shares of our common stock and each subsequent
annual time-based award covering a number of shares of our common
stock with a grant date value equal to $1,250,000 (but for purposes
of calculating the grant date value of each subsequent annual
time-based award, our common stock will not be deemed to have a
value less than $10.00 per share), and (ii) a one-time
performance-based RSU award covering 500,000 shares of our
common stock. Each time-based award will vest over a
four-year period, with 25% vesting on the
one-year anniversary of the first quarterly vesting date (as
defined in Mr. Sexton’s employment agreement) following the grant
date (or on November 15, 2021 in the case of the initial annual
time-based award that Mr. Sexton receives), and 6.25% vesting on
each quarterly vesting date thereafter, subject to
Mr. Sexton’s continuous service through each applicable
vesting date. The performance-based award will vest based upon
the achievement of objective performance criteria, as determined by
the Board’s compensation committee prior to the grant date, during
the period from October 1, 2020 through December 31, 2025,
subject to Mr. Sexton’s continuous service through each
applicable vesting date. We currently expect the
time-based award and performance-based award will be
granted to Mr. Sexton in December 2020.
Pursuant
to the terms of Mr. Sexton’s employment agreement, if Mr. Sexton’s
employment with us is terminated (i) due to our non-renewal of the
term, (ii) by us without “cause”, or (iii) by Mr. Sexton for “good
reason” (such terms as defined in Mr. Sexton’s employment
agreement), then, provided Mr. Sexton timely executes and does not
revoke a release of claims in our favor and complies with the
confidentiality, non-competition, non-solicitation, and
intellectual property provisions set forth in his employment
agreement, he will receive the following severance benefits: (a)
continuing payments of his then-current annual base salary for 12
months; (b) 100% accelerated vesting and, if applicable,
exercisability of the then-unvested portion of each of his
outstanding equity awards (other than (1) any equity awards subject
to performance-based or other similar vesting criteria, and (2) any
stock options or any other equity awards that were granted to Mr.
Sexton under the 2016 Plan) that was granted to him more than one
year prior to the termination date; (c) each of his
then-outstanding and unexercised stock options (to the extent
vested) will remain exercisable for up to 36 months following the
termination date; and (d) reimbursement on a monthly basis for the
difference between the amount he pays to continue coverage for
himself and his eligible dependents under our group health plans
pursuant to COBRA and the employee contribution amount that our
similarly situated employees pay for the same or similar coverage,
for up to 12 months.
In
addition, Mr. Sexton’s employment agreement provides that if Mr.
Sexton’s employment with us is terminated due to his death, all of
his then-outstanding and unvested equity awards (other than any
equity awards subject to performance-based or other similar vesting
criteria) will immediately vest in full and, if applicable, become
fully exercisable.
Mr.
Sexton’s employment agreement also provides that in the event of a
change in control (as defined in the 2020 Plan), and provided Mr.
Sexton remains in continuous service through immediately prior to
such change in control, the performance-based RSU award provided
for in Mr. Sexton’s employment agreement will vest immediately
prior to such change in control based upon the actual achievement
of the applicable performance vesting criteria to which such award
is subject. In addition, if any annual time-based RSU award that
Mr. Sexton receives pursuant to his employment agreement is not
assumed, substituted for, or continued by the successor corporation
(or a parent or subsidiary thereof) in the event of a change in
control, or if Mr. Sexton’s employment agreement is not assumed or
replaced with a substantially similar (or more beneficial)
employment agreement (excluding performance-based equity awards) by
the successor corporation (or a parent or subsidiary thereof), such
award will fully vest and will be settled immediately prior to the
consummation of such change in control, subject to Mr. Sexton’s
continued service through immediately prior to such change in
control.
The
foregoing descriptions of Mr. Healy’s and Mr. Sexton’s respective
employment agreements are qualified in their entirety by the full
texts of such employment agreements, copies of which are filed as
Exhibits 10.1 and 10.2 hereto and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
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HYLIION
HOLDINGS CORP. |
|
|
|
|
|
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By: |
/s/
Thomas Healy |
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Date:
December 7, 2020 |
|
Thomas
Healy |
|
|
|
Chief
Executive Officer |
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