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

August 8, 2022

Date of Report (date of earliest event reported)

___________________________________

Rivian Automotive, Inc.

(Exact name of registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation)	001-41042 (Commission File Number)	47-3544981 (IRS Employer Identification Number)
14600 Myford Road Irvine, California 92606
(Address of principal executive offices) (Zip code)
(888) 748-4261
(Registrant's telephone number, including area code)
N/A
(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, $0.001 par value per share	RIVN	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

(d) On August 8, 2022, the Board of Directors (the “Board”) of Rivian Automotive, Inc. (the “Company”) expanded the size of the Board and elected Harald Kroeger to serve as a Class II director of the Company, effective immediately. The Board anticipates naming Mr. Kroeger to serve on one or more committees of the Board, but at the time of this Form 8-K, the Board has not yet determined the committee(s) to which he will be named. The Company will provide the foregoing information by filing an amendment to this Form 8-K after the information is determined or becomes available.

Mr. Kroeger will participate in the Company’s Non-Employee Director Compensation Program, as described in the Company’s proxy statement for the 2022 annual meeting of stockholders, filed with the Securities and Exchange Commission (“SEC”) on April 27, 2022. A copy of the Non-Employee Director Compensation Program is filed as Exhibit 10.3 to the Company’s Form S-1/A filed with the SEC on November 1, 2021.

Mr. Kroeger has also entered into the Company’s standard indemnification agreement for directors and officers.

SIGNATURES

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.

	RIVIAN AUTOMOTIVE, INC.
Date: August 11, 2022	By:	/s/ Claire McDonough
	Name:	Claire McDonough
	Title:	Chief Financial Officer

XML

Cover	Aug. 08, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 08, 2022
Entity Registrant Name	Rivian Automotive, Inc. / DE
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41042
Entity Tax Identification Number	47-3544981
Entity Address, Address Line One	14600 Myford Road
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92606
City Area Code	888
Local Phone Number	748-4261
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.001 par value per share
Trading Symbol	RIVN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001874178
Amendment Flag	false