Workhorse Group Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$WKHS
Auto Manufacturing
Industrials
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 29, 2026
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2026, at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Workhorse Group Inc. (the “Company”), the Company’s stockholders approved the Workhorse Group Inc. Amended and Restated 2023 Long-Term Incentive Plan (the “Plan”), which among other things, increased the number of shares of the Company’s common stock, par value $0.001 per share (the “Shares”), available for issuance under the Plan by an additional 1,089,340 Shares. The Company’s Board of Directors (the “Board”) previously adopted the Plan on May 12, 2026, subject to stockholder approval. The Plan became effective upon such approval.
For a description of the Plan, see the section entitled “Proposal No. 4: Approve the Amended and Restated Workhorse Group 2023 Long-Term Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2026 (the “Proxy Statement”). The descriptions of the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 29, 2026, the Company held its Annual Meeting. As of May 8, 2026, the record date for holders of Shares entitled to vote at the Annual Meeting, there were 10,893,400 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 8,103,245, or approximately 74.38% of the Shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Articles of Incorporation. There were four matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each such matter.
Proposal No. 1 – The Election of Director Nominees Proposal
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||||||||||||
Matthew O’Leary | 6,972,744 | 66,572 | 14,189 | 1,121,390 | |||||||||||||||||||
Scott Griffith | 6,972,753 | 65,756 | 14,996 | 1,121,390 | |||||||||||||||||||
Pamela S. Mader | 6,974,074 | 68,470 | 10,961 | 1,121,390 | |||||||||||||||||||
Raymond J. Chess | 6,962,885 | 79,660 | 10,960 | 1,121,390 | |||||||||||||||||||
Alan S. Henricks | 6,975,632 | 65,928 | 11,945 | 1,121,390 | |||||||||||||||||||
Paul Savoie | 6,971,179 | 70,345 | 11,981 | 1,121,390 | |||||||||||||||||||
Desi Ujkashevic | 6,975,733 | 63,148 | 14,624 | 1,121,390 | |||||||||||||||||||
The Company’s stockholders elected all seven nominees to serve as directors until the 2027 annual meeting of the stockholders of the Company, or until such directors’ successors have been duly elected or qualified, or until such directors’ earlier death, resignation, retirement, or removal.
Proposal No. 2 – The Say on Pay Proposal
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
6,938,904 | 93,299 | 21,302 | 1,121,390 | |||||||||||||||||
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
Proposal No. 3 – the Auditor Ratification Proposal
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 8,061,795 | 86,613 | 26,487 | — | |||||||||||||||||
The Company’s stockholders ratified the appointment of Carr Riggs & Ingram, L.L.C. as the Company’s independent auditors for the fiscal year ended December 31, 2026.
Proposal No. 4 – The Incentive Plan Proposal
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
6,849,267 | 186,217 | 18,021 | 1,121,390 | |||||||||||||||||
The Company’s stockholders approved the Amended and Restated Workhorse Group Inc. 2023 Long-Term Incentive Plan, which among other things, increased the number of shares of common stock available for the grant of equity awards by an additional 1,089,340 shares.
Item 9.01. Financial Statements and Exhibits.
(a) Exhibits.
| Exhibit Number | Description | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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.
| WORKHORSE GROUP INC. | |||||
| Date: June 30, 2026 | By: /s/ Scott Griffith | ||||
| Name: Scott Griffith | |||||
| Title: Chief Executive Officer | |||||