UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Mullen Automotive Inc. (the “Company”) held its 2024 annual meeting of stockholders on February 29, 2024 (the “Annual Meeting”). As of January 12, 2024, the record date for the Annual Meeting (the “Record Date”), there were issued and outstanding 5,884,693 shares of common stock, par value $0.001 per share (“Common Stock”), 648 shares of series A preferred stock, par value $0.001 per share (“Series A Preferred Stock”), and 1,211,757 shares of series C preferred stock, par value $0.001 per share (“Series C Preferred Stock”), entitled to vote at the Annual Meeting. There are no shares of series B preferred Stock outstanding and the shares of series D preferred stock were not entitled to vote on the matters at the Annual Meeting. Holders of Series A Preferred Stock are entitled to one thousand (1,000) votes for each share of Series A Preferred Stock. Holders of Series C Preferred Stock are entitled to one (1) vote for each share of Common Stock into which such Series C Preferred Stock may be converted, which was 54 shares. A total of 2,105,340 shares of capital stock entitled to vote at the Annual Meeting, representing 2,687,757 votes, were present, in person or by proxy, at the Annual Meeting, constituting a quorum pursuant to the Company’s Amended and Restated Bylaws. A description of each matter voted upon at the Annual Meeting is described in detail in the Proxy Statement, filed with the Securities and Exchange Commission on January 19, 2024. The final votes on the proposals presented at the Annual Meeting are set forth below.
Proposal 1: To elect two Class III directors to serve for a three-year term ending as of the annual meeting in 2027. The affirmative vote of a plurality of all of the votes present in person or represented by proxy and entitled to vote at the Annual Meeting was necessary for the election of each Class III director. Withheld votes and broker non-votes had no effect on the result of the vote. Each of the nominees listed below has been elected to serve as a Class III director on the Board of Directors for a three-year term ending as of the annual meeting in 2027 or until their respective successors are elected and qualify. The voting results were as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| William Miltner | 1,154,691 | 277,705 | 1,255,361 | |||
| John Andersen | 1,150,721 | 281,675 | 1,255,361 |
Proposal 2: To ratify the appointment of RBSM LLP as the independent registered public accounting firm of the Company for the fiscal year ending September 30, 2024. The ratification required the affirmative vote of a majority of the voting power of the outstanding shares of Common Stock, Series A Preferred and Series C Preferred (voting on an as-converted to Common Stock basis), present in person or represented by proxy and entitled to vote thereon, all voting together as a single class. Abstentions had the same effect as votes against the proposal. The ratification was approved by a vote of stockholders as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 2,192,771 | 406,027 | 88,959 | N/A |
Proposal 3: To approve the adjournment of the Annual Meeting from time to time, to a later date or dates, if necessary or appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor one or more of the foregoing proposals, in the event the Company does not receive the requisite stockholder vote to approve such proposal(s) or establish a quorum. The proposal required the affirmative vote of a majority of the voting power of the outstanding shares of Common Stock, Series A Preferred and Series C Preferred (voting on an as-converted to Common Stock basis), present in person or represented by proxy and entitled to vote thereon, all voting together as a single class. Abstentions had the same effect as votes against the proposal. Broker non-votes had no effect on the result of the vote. Since a quorum was established for the Annual Meeting and there were sufficient votes for approval of the other proposals, this proposal was not presented at the Annual Meeting. However, the vote of stockholders was as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 1,816,455 | 820,109 | 51,193 | N/A |
1
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.
| MULLEN AUTOMOTIVE INC. | ||
| Date: March 5, 2024 | By: | /s/ David Michery |
| David Michery | ||
| Chief Executive Officer | ||
2
Cover |
Feb. 29, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Feb. 29, 2024 |
| Entity File Number | 001-34887 |
| Entity Registrant Name | MULLEN AUTOMOTIVE INC. |
| Entity Central Index Key | 0001499961 |
| Entity Tax Identification Number | 86-3289406 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1405 Pioneer Street |
| Entity Address, City or Town | Brea |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 92821 |
| City Area Code | 714 |
| Local Phone Number | 613-1900 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.001 |
| Trading Symbol | MULN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |