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): May 18, 2022

EVgo Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39572	85-2326098
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

11835 West Olympic Boulevard, Suite 900E Los Angeles, California	90064
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (877) 494-3833

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to 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
Shares of Class A common stock, $0.0001 par value	EVGO	Nasdaq Global Select Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	EVGOW	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

On May 18, 2022, EVgo Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the close of business on March 23, 2022, the record date of the Annual Meeting, the Company had 264,539,538 shares of common stock outstanding. The holders of 231,829,513 shares of the Company’s common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for the purpose of conducting business at the Annual Meeting.

Set forth below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting.

Proposal No. 1 – Election of Directors

The Company’s stockholders elected the following nominees for director to serve as Class I directors for a term expiring in 2025 or until their successors shall have been elected and qualified:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Badar Khan	206,586,035	388,750	24,854,728
Joseph Esteves	204,120,404	2,854,381	24,854,728
John King	204,120,198	2,854,587	24,854,728

Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was ratified.

Votes For	Votes Against	Abstentions
231,129,769	434,532	265,212

Item 8.01. Other Events

On May 23, 2022, EVgo Inc. issued a press release announcing the additions of Katherine Motlagh and Badar Khan to the Company’s board of directors.  A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1 104	Press Release, dated May 23, 2022. Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

	EVgo Inc.
Date: May 23, 2022	By:	/s/ Olga Shevorenkova
	Name:	Olga Shevorenkova
	Title:	Chief Financial Officer
		(Principal Financial Officer)

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EX-99.1

Exhibit 99.1

EVgo Announces Addition of Two New Board Members, Katherine Motlagh and Badar Khan

Additions of Seasoned Technology and Energy Executives further strengthens Board of Directors

with deep sector expertise

LOS ANGELES – May 23, 2022 – EVgo Inc. (NASDAQ: EVGO), the nation’s largest public fast charging network for electric vehicles (EVs) and first powered by 100% renewable electricity, today announced the appointment of CyrusOne LLC Executive Vice President and Chief Financial Officer Katherine Motlagh as a director on the Board and the election of National Grid U.S. President Badar Khan at the 2022 Annual Meeting as a Class I Director. Katherine Motlagh’s term as a director expires at the 2024 annual meeting of stockholders while Badar Khan’s term expires at the 2025 annual meeting of stockholders.

Katherine Motlagh currently serves as Executive Vice President and Chief Financial Officer at CyrusOne, an owner and operator of more than 50 carrier-neutral data centers in North America, Europe, and South America. Motlagh, a Certified Public Accountant and Certified Management Accountant, brings extensive experience in the financial sector – including having served as CFO at subsidiaries of American Tower, a global infrastructure REIT – as well as previous Board experience from the National and European Boards of the Institute of Management Accountants. Upon the recommendation of the Nominating and Governance Committee of the Board, the Board approved the immediate appointment of Motlagh as a member and chair of the Audit Committee, and a member of both the Nominating and Governance Committee and the Compensation Committee.

Badar Khan currently serves as the U.S. President of National Grid, one of the largest investor-owned energy companies in the US — serving more than 20 million people throughout New York, Massachusetts, and Rhode Island. With more than 25 years of management and leadership experience within the energy sector, Khan has served on the board of directors of CRH plc since October 2021, and was previously the President of National Grid Ventures, a global portfolio of large-scale competitive energy projects. Prior to this role, he served as Chief Executive Officer of Direct Energy at Centrica plc. In addition to his role as Lead Independent Director, the Board approved the appointment of Khan as a member and chair of the Compensation Committee, and as a member of both the Nominating and Governance Committee and the Audit Committee.

“Katherine and Badar’s leadership, management and industry experience will be immensely valuable in guiding EVgo’s continuing growth,” said Cathy Zoi, CEO of EVgo. “Their strategic input and guidance will be a powerful asset as we expand our charging business and lead the way to achieving an electrified transportation sector.”

Board Nominee Experience Detail

Katherine Motlagh is the Executive Vice President and Chief Financial Officer of CyrusOne LLC (“CyrusOne”), an owner and operator of more than 50 carrier-neutral data centers in North America, Europe, and South America. In this role, she is a member of the executive management team and is responsible for CyrusOne’s accounting, finance, capital markets, tax, procurement, and investor relations. Prior to CyrusOne, she served as CFO of the Europe, Africa, and Latin America regions at American Tower -- a global infrastructure REIT which develops, owns, and operates multi-tenant communications real estate -- where she was responsible for providing strategic leadership and oversight of all financial activities and financial reporting, management of international tax policy, and planning and internal control compliance for international businesses in 18 countries. Her earlier career included divisional CFO roles as well as a variety of finance and accounting leadership roles responsibilities at Ericsson, Inc., Nokia, Inc., and Nextel Communications, Inc.

Motlagh earned a masters’ degree from the Academy of Finance in Moscow. She has previously served on the National and European Boards of the Institute of Management Accountants.

Badar Khan brings a wealth of experience in the energy sector to the Board. He currently serves as President at National Grid US, where he leads the company’s core domestic business operations and oversees the provision of electricity, natural gas and clean energy solutions to over 20 million people across Massachusetts, New York and Rhode Island. Prior to this role, he was the President of National Grid Ventures, a global portfolio of large-scale competitive energy projects – including electricity interconnectors, onshore wind and solar generation, competitive electricity transmission, and LNG storage – and oversaw the creation of National Grid Partners, the company’s venture capital and innovation arm. Additionally, Mr. Khan was Chief Executive Officer of Direct Energy at Centrica plc, the North American subsidiary that provides electricity, natural gas and home services.

Khan holds a degree in engineering from Brunel University in London and an MBA from the Wharton School of the University of Pennsylvania. He has served on the board of directors of CRH plc since October 2021.

About EVgo

EVgo (Nasdaq: EVGO) is the nation’s largest public fast charging network for electric vehicles, and the first to be powered by 100% renewable energy. As of the end of the first quarter 2022, with more than 850 charging locations, EVgo’s owned and operated charging network serves over 60 metropolitan areas across more than 30 states and approximately 375,000 customer accounts. Founded in 2010, EVgo leads the way on transportation electrification, partnering with automakers; fleet and rideshare operators; retail hosts such as hotels, shopping centers, gas stations and parking lot operators; and other stakeholders to deploy advanced charging technology to expand network availability and make it easier for drivers across the U.S. to enjoy the benefits of driving an EV. As a charging technology first mover, EVgo works closely with business and government leaders to accelerate the ubiquitous adoption of EVs by providing a reliable and convenient charging experience close to where drivers live, work and play, whether for a daily commute or a commercial fleet.

Contacts

For Investors:

Ted Brooks, VP of Investor Relations

investors@evgo.com

310-954-2943

For Media:

press@evgo.com

XML

Document and Entity Information	May 18, 2022
Document Information [Line Items]
Document Type	8-K
Document Period End Date	May 18, 2022
Entity File Number	001-39572
Entity Registrant Name	EVgo Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-2326098
Entity Address, Address Line One	11835 West Olympic Boulevard
Entity Address, Adress Line Two	Suite 900E
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90064
City Area Code	877
Local Phone Number	494-3833
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	0001821159
Amendment Flag	false
Common Class A [Member]
Document Information [Line Items]
Title of 12(b) Security	Shares of Class A common stock, $0.0001 par value
Trading Symbol	EVGO
Security Exchange Name	NASDAQ
Redeemable Warrants Each Whole Warrant Exercisable for One Share of Class A Common Stock At An Exercise Price of 11 [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50
Trading Symbol	EVGOW
Security Exchange Name	NASDAQ