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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 20, 2025

 

HYLIION HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38823   83-2538002
(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) 49w5-4466

(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
Common Stock, $0.0001 par value per share   HYLN   NYSE American 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 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 5.07 Submission of Matters to a Vote of Security Holders.

 

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Hyliion Holdings Corp. (“Hyliion” or the “Company”) was held on May 20, 2025. At the Annual Meeting:

 

Stockholders elected the two nominees recommended by the Company’s board of directors to serve as Class II directors of the Company until the 2028 Annual Meeting of Stockholders or until their respective successors are elected and qualified;

 

Stockholders ratified the selection of Grant Thornton LLP (the “Auditor”) to serve as the independent registered public accounting firm of the Company for the 2025 fiscal year ended December 31, 2025; and

 

Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers (“Say on Pay”).

 

Set forth below, with respect to each such matter, are the number of votes cast for or against/withhold, the number of abstentions and the number of broker non-votes.

 

Election of Directors

 

Nominee   For     Withhold     Broker Non-Votes  
Jeffrey Craig     72,112,874       8,246,830       45,325,540  
Richard Freeland     79,034,758       1,324,946       45,325,540  

 

Ratification of Auditor

 

For  Against  Abstain
124,912,577  480,647  292,020

 

Say on Pay

 

For  Against  Abstain  Broker Non-Votes
75,455,210  4,482,136  422,358  45,325,540

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  HYLIION HOLDINGS CORP.
     
  By: /s/ Thomas Healy
Date: May 21, 2025   Thomas Healy
    Chief Executive Officer

 

 

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