UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 5, 2024, Fisker Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the total number of shares of Class A Common Stock, par value $0.00001 per share (the “Class A Common Stock”) that the Company will have authority to issue from 1,250,000,000 shares to 2,000,000,000 shares. The Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware on March 7, 2024 to reflect this amendment, which became effective immediately upon filing. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, which is filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Special Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on February 9, 2024.
The final voting results on each of the matters submitted to a vote of stockholders at the Special Meeting are set forth below.
1. For purposes of the rules of the New York Stock Exchange, the potential issuance of more than 19.99% of the outstanding shares of Class A Common Stock was approved. The voting results were as follows:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 1,362,996,358 |
16,737,272 | 1,241,992 | 115,017,774 |
2. The adoption of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation was approved to increase the total number of shares of Class A Common Stock that the Company will have authority to issue from 1,250,000,000 shares to 2,000,000,000 shares. The voting results were as follows:
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 1,446,476,714 |
45,349,811 | 4,166,871 | N/A |
Item 9.01 Financial Statements and Exhibits.
(d) List of Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Fisker Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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.
| Date: March 8, 2024 | FISKER INC. | |||||
| By: | /s/ Geeta Gupta-Fisker | |||||
| Dr. Geeta Gupta-Fisker | ||||||
| Chief Financial Officer and Chief Operating Officer | ||||||