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Corporate Governance SECURITIES AND EXCHANGE COMMISSION FORM DEF 14A Definitive proxy statements Filing Date: 2021-05-19 | Period of Report: 2021-06-30 SEC Accession No. 0001193125-21-165953 (HTML Version on secdatabase.com) FILER Nikola Corp Mailing Address Business Address 4141 E BROADWAY ROAD 4141 E BROADWAY ROAD CIK:1731289| IRS No.: 824151153 | State of Incorp.:DE | Fiscal Year End: 1231 PHOENIX AZ 85040 PHOENIX AZ 85040 Type: DEF 14A | Act: 34 | File No.: 001-38495 | Film No.: 21938362 (480) 666-1038 SIC: 3711 Motor vehicles & passenger car bodies Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 Nikola Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents LETTER TO THE STOCKHOLDERS STEPHEN GIRSKY CHAIRMAN OF THE BOARD May 19, 2021 Dear Fellow Stockholders: On behalf of the Board of Directors, it is my pleasure to invite you to attend the 2021 Annual Meeting of Stockholders of Nikola Corporation, which is to be held at 9:00 a.m., Pacific Time (PT), on Wednesday, June 30, 2021 at www.virtualshareholdermeeting.com/ NKLA2021 via live audio webcast. As CEO of VectoIQ Acquisition Corp., the special purpose acquisition company with which Nikola merged last June, I viewed Nikola as a big idea well-positioned to be at the forefront of zero-emission transportation technology. As Chairman of the Board, I am pleased to support Nikola as the company remains laser-focused on its strategic initiatives. Since I became Chairman in September 2020, we have taken steps to strengthen our Board by adding independent directors whose skillsets and experiences complemented those of the existing Board. We added Steve Shindler, who brings significant corporate financial management and strategic planning experience, as an independent director and Chair of the Audit Committee; Bruce Smith, who brings an unmatched understanding of todays manufacturing landscape and is currently the Chairman and CEO of Detroit Manufacturing Systems, as an independent director; and Mary Petrovich, who is a leading innovator and has engineered three successful private equity turnarounds as well as guided start-up ventures, as an independent director. We continue to seek out and value diversity on our Board of Directors. We also recently implemented meaningful enhancements to our corporate governance, including declassifying the Board so that all directors are elected annually and removing the evergreen provision in the company stock incentive plan. In addition, the Board approved the executive management teams decision to have their remuneration completely tied to Nikolas performance. As highlighted in the attached proxy statement, every Nikola named executive officer has agreed to earn $1 a year, and take the remainder of pay in company stock. Notably, these stock awards do not fully vest until 2023 and a large portion of these awards are not earned until significant stock performance targets are achievedmeaning management does not benefit unless our stockholders also benefit. These actions demonstrate the level of commitment across Nikolas entire executive management team. Today, the companys business model remains robust, its underlying technology is compelling, and its partnerships and initiatives have been streamlined and strengthened. We have increased management accountability by re-organizing the team and Nikola is actively hiring new people that expand its capabilities. To better focus on the companys core heavy truck and related infrastructure goals, the company exited non-core initiatives. Moving forward, Nikola is in a strong position to provide zero-emission vehicles and hydrogen infrastructure and products for all heavy truck applications. The recently announced strategic collaboration with RIG360 Service Network to establish a nationwide plan for the sales and service of Nikolas Class 8 truck is a significant step toward developing a robust network to support Nikolas commercial vehicles once on the road. In addition, Nikola is executing on its vision of Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents building a fueling network for Nikolas vehicles in North America as evidenced through a recently announced collaboration with TravelCenters of America, and in the EU through a planned collaboration with IVECO and OGE to transport hydrogen. Nikola is grateful for the continued strong support of its partners, including Bosch, Hanwha and CNHI, and Nikola continues to explore new partners. I am as excited as ever about Nikolas mission that combines zero-emission commercial trucking with an innovative energy infrastructure. Your company has a great future ahead. I look forward to continuing to work with the Nikola team to deliver on our missions and create stockholder value. Thank you for your continued support. Sincerely, /s/ Stephen J. Girsky Stephen J. Girsky Chairman of the Board Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON TUESDAY, JUNE 30, 2021 To Our Stockholders: Nikola Corporation will hold its 2021 Annual Meeting of Stockholders at 9:00 a.m., Pacific Time (PT), on Wednesday, June 30, 2021. In light of the COVID-19 pandemic and to protect the health of our employees, stockholders and the community, the Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NKLA2021 and using the control number included in your proxy materials. We are holding this Annual Meeting: to elect ten directors to serve until the 2022 annual meeting of stockholders or until their successors are duly elected and qualified; to approve, on a non-binding advisory basis, the compensation paid by us to our named executive officers as disclosed in the attached Proxy Statement; to approve, on a non-binding advisory basis, the frequency of holding an advisory vote on named executive officer compensation; to approve an amendment to the Nikola Corporation 2020 Employee Stock Purchase Plan to eliminate the annual evergreen and impose a fixed limit on the number of authorized shares; to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2021; and to transact such other business as may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting. Stockholders of record at the close of business on May 11, 2021 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. It is important that your shares be represented at this meeting. Whether or not you expect to attend the virtual Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail. Please review the instructions on pages 2 and 3 of the attached Proxy Statement regarding your voting options. By Order of the Board of Directors, /s/ Britton M. Worthen Britton M. Worthen Chief Legal Officer and Secretary Phoenix, Arizona May
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