8-K

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): July 12, 2023

___________________________________

Hyzon Motors Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware	001-3962	82-2726724
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
475 Quaker Meeting House Road Honeoye Falls, NY		14472
(Address of principal executive offices)		(Zip Code)
(585)-484-9337
(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	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	HYZN	NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	HYZNW	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

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

On July 8, 2023, the Board of Directors (the “Board”) of Hyzon Motors Inc. (the “Company”) appointed Mr. Matthew Foulston as a director to the Board. Mr. Foulston’s appointment fills a vacancy currently held on the Board.

Mr. Foulston was appointed as a Class I director, the class of directors whose terms of office expire at the 2025 Annual Meeting of Stockholders. However, Mr. Foulston will be included among the Class II nominees being submitted for election at the Company’s 2023 Annual Meeting of Stockholders, and if elected at such meeting, Mr. Foulston will then serve as a Class II director with a term of office expiring at the 2026 Annual Meeting of Stockholders. Mr. Foulston was appointed as a member Audit and Compensation Committees, and was elected as Chair of the Audit Committee.

Mr. Foulston will receive compensation for service on the Board as well as the Audit and Compensation Committees pursuant to the Company’s compensation program for non-employee directors, as amended for new directors (including Mr. Foulston), effective as of June 23, 2023 (the “New Director Program”). Pursuant to the New Director Program, Mr. Foulston is eligible to receive:

•An annual retainer of $75,000;

•An annual retainer of $25,000 for service as chair of the Audit Committee;

•An annual retainer of $10,000 for members of the Compensation Committee;

•An Initial Equity Award with a value of $250,000 (payable in the form of stock options and restricted stock units, granted in connection with initial election to the Board) (the “Initial Equity Awards”), split equally between non-qualified stock options and restricted stock units; and

•An Annual Equity Award with a value of $185,000 in connection with the annual stockholders meeting, split equally between non-qualified stock options and restricted stock units, that vests on the one-year anniversary of the grant (or, if earlier, upon a change in control of the Company).

One-third of the Initial Equity Awards will vest on each of (i) the grant date, (ii) the second anniversary of the grant date and (iii) the third anniversary of the grant date, in each case subject to continued service through the applicable vesting date. The Initial Equity Awards and Annual Equity Awards will accelerate upon a change in control of Hyzon.

Mr. Foulston does not have a direct or indirect material interest in any transaction with the Company that requires disclosure pursuant to Item 404(a) of Regulation S-K, and there is no arrangement or understanding between Mr. Foulston and any other person pursuant to which Mr. Foulston was elected to serve on the Board. Mr. Foulston is not related to any member of the Board or any executive officer of the Company.

Item 7.01 Regulation FD Disclosure

On July 12, 2023, the Company furnished a press release regarding the appointment of Mr. Foulston to the Board, as described above in Item 5.02 of this Current Report on Form 8-K. The press release is attached hereto as Exhibit 99.1 and incorporated in this Item 7.01 by reference.

The information set forth in Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

The following exhibit relating to Item 9.01 shall be deemed to be furnished, and not filed:

Exhibit Number	Description
99.1	Press release, dated July 12, 2023 issued by the Company.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURE

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

	HYZON MOTORS INC.
Date: July 12, 2023	By:	/s/ Parker Meeks
	Name:	Parker Meeks
	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1    

News release	July 12, 2023

HYZON MOTORS ANNOUNCES APPOINTMENT OF MATTHEW FOULSTON TO BOARD OF DIRECTORS

ROCHESTER, N.Y., – July 12, 2023 – Hyzon Motors Inc. (NASDAQ: HYZN) (“Hyzon” or the “Company”), a high-power hydrogen fuel cell technology developer and global supplier of zero-emission heavy-duty fuel cell electric vehicles (FCEVs), today announced the appointment of Matthew Foulston to its Board of Directors, effective July 8, 2023. Foulston will serve as Chair of the Audit Committee and as a member of the Compensation Committee.

Foulston is an accomplished financial executive, having served as Chief Financial Officer (CFO) for three publicly listed companies throughout his career. He also brings extensive international expertise, with more than 30 years of experience working across the automotive/commercial truck, mining, agriculture, food, and animal health sectors.

“Matthew is a seasoned financial executive and we’re thrilled to welcome him as the newest independent director on Hyzon’s Board,” said Hyzon’s Chief Executive Officer Parker Meeks. “His financial experience in the heavy-duty trucking industry will provide invaluable guidance as we further strengthen our governance, finance, and accounting operations. I look forward to Matthew’s contributions as Hyzon continues to grow and move toward commercialization of its FCEVs, while focusing on controlling costs and maintaining efficiencies.”

Foulston’s career spans various industries and financial functions. He has served as Executive Vice President and CFO of Covetrus, an animal health distribution, software, and e-commerce company; Executive Vice President and CFO of Treehouse Foods; and CFO of Compass Minerals. Prior to that, Foulston spent over 25 years in the automotive and commercial truck sectors, including as Senior Vice President, Operations/Corporate Finance and Investor Relations for Navistar, Vice President and CFO of Navistar Truck, and Senior Vice President and CFO for Mazda North America, as well as in various finance and strategy roles of increasing responsibility for Ford Motor Company.

“We are focused on ensuring our Board has the right mix of skills and expertise, and Matthew brings the well-rounded perspective of a senior finance executive to our Board,” said Hyzon’s Lead Independent Director Elaine Wong. “Paired with his keen insight into the automotive industry, we are in a strong position to continue advancing our mission, and we look forward to benefitting from his 30+ years of industry experience and financial leadership.”

Foulston received his Bachelor of Science in Economics from Loughborough University in the United Kingdom.

Accelerating the
Energy Transition	hyzonmotors.com

About Hyzon Motors Inc.

Hyzon Motors is a global supplier of high-power fuel cell technology focused on integrating the technology into zero-emission heavy-duty hydrogen fuel cell electric vehicles. Hyzon’s clean hydrogen infrastructure approach synchronizes supply with demand, accelerating the deployment of zero emission trucks. Utilizing its proven and proprietary hydrogen fuel cell technology, Hyzon aims to supply zero-emission heavy duty trucks to customers in North America, Europe, Australia, and New Zealand to mitigate emissions from diesel transportation - one of the single largest sources of global carbon emissions. Hyzon is contributing to the adoption of fuel cell electric vehicles through its demonstrated technology advantage, fuel cell performance, and history of rapid innovation. Visit www.hyzonmotors.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Hyzon disclaims any duty to update any forward -looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Hyzon cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Hyzon, including risks and uncertainties described in the“Risk Factors” section of Hyzon’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 31, 2023, and other documents filed by Hyzon from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Hyzon gives no assurance that Hyzon will achieve its expectations.

For media inquiries:

Hyzon@Kivvit.com

For investors:

ir@hyzonmotors.com

Accelerating the
Energy Transition	hyzonmotors.com

XML

Cover	Jul. 12, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 12, 2023
Entity Registrant Name	Hyzon Motors Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-3962
Entity Tax Identification Number	82-2726724
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14472
Entity Address, City or Town	Honeoye Falls
Entity Address, Address Line One	475 Quaker Meeting House Road
Local Phone Number	484-9337
City Area Code	585
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001716583
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	HYZN
Security Exchange Name	NASDAQ
Warrant
Entity Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	HYZNW
Security Exchange Name	NASDAQ