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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/15/22 Archer Aviation Inc. 8-K:5,9 6/15/22 12:463K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 40K 2: EX-10.1 Material Contract HTML 135K 7: R1 Cover HTML 51K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- tm2218522d1_8k_htm XML 19K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.DEF XBRL Definitions -- achr-20220615_def XML 74K 5: EX-101.LAB XBRL Labels -- achr-20220615_lab XML 103K 6: EX-101.PRE XBRL Presentations -- achr-20220615_pre XML 71K 3: EX-101.SCH XBRL Schema -- achr-20220615 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 27± 35K 12: ZIP XBRL Zipped Folder -- 0001104659-22-071515-xbrl Zip 46K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report : i June 15, 2022
(Exact Name of Registrant as Specified in its Charter)
| i Delaware | i 001-39668 | i 85-2730902 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | ||
| i 95134 | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i 650- i 272-3233
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:
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | 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:
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).
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. ¨
C:
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment and Restatement of 2021 Equity Incentive Plan
As reported in Item 5.07 below, at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Archer Aviation Inc. (the “Company”), held virtually on June 10, 2022, the Company’s stockholders approved an amendment and restatement of the Company’s 2021 Equity Incentive Plan (the “Amended and Restated 2021 Plan”) to (i) increase the number of shares of the Company’s common stock that may be authorized for grant pursuant to awards under the Amended and Restated 2021 Plan by 23,496,329 shares, (ii) increase the “evergreen” provision for purposes of the Amended and Restated 2021 Plan in an amount equal to 5% of the total number of shares of common stock outstanding on the prior December 31 (or such lesser number chosen by the board of directors), and (iii) make certain other changes. The Company’s board of directors previously approved the Amended and Restated 2021 Plan, subject to such stockholder approval.
A summary of the material terms of the Amended and Restated 2021 Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2022 (the “Proxy Statement”). That summary and the above description of the Amended and Restated 2021 Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated 2021 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 10, 2022, the Company held its Annual Meeting virtually. The Company’s stockholders voted on three proposals at the Annual Meeting, each of which is described in more detail in the Company’s Proxy Statement. There were 88,129,640 shares of Class A common stock and 38,071,553 shares of Class B common stock present at the Annual Meeting, online or by proxy, which constituted a quorum for the transaction of business. In deciding the proposals at the Annual Meeting, each share of Class A common stock represented one vote and each share of Class B common stock represented ten votes.
At the Annual Meeting, the Company’s stockholders voted on the following proposals:
| 1. | To elect certain directors of the Company, each to serve a three-year term expiring at the 2025 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified; | |
| 2. | To approve the proposed Amended and Restated 2021 Plan; and | |
| 3. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. |
The final results for each of these proposals are as follows:
Proposal 1: Election of Directors.
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | ||||
| Deborah Diaz | 444,153,518 | 925,527 | 23,766,125 | ||||
| Fred Diaz | 437,039,643 | 8,039,402 | 23,766,125 |
Deborah Diaz and Fred Diaz were elected as Class I directors to serve until the 2025 Annual Meeting of Stockholders, and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal.
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Proposal 2: Approval of the Company’s Amended and Restated 2021 Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 428,163,730 | 16,482,767 | 432,548 | 23,766,125 |
The stockholders approved the Amended and Restated 2021 Plan.
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm.
| Votes For | Votes Against | Abstentions | ||||
| 468,511,909 | 150,631 | 182,630 |
The stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. There were no broker non-votes on this matter.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description | |
| 10.1 | Archer Aviation Inc. Amended and Restated 2021 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
C:
SIGNATURE
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.
| ARCHER AVIATION INC. | ||
| Date: June 15, 2022 | ||
| By: | /s/ Andy Missan | |
| Name: | Andy Missan | |
| Title: | Chief Legal Officer | |
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/22 | ||||
| Filed on / For Period end: | 6/15/22 | 424B3 | ||
| 6/10/22 | 4, DEF 14A | |||
| 4/29/22 | 424B3, 8-K, DEF 14A, DEFA14A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Archer Aviation Inc. 10-K 12/31/23 96:61M Workiva Inc Wde… FA01/FA 2/29/24 Archer Aviation Inc. S-8 2/29/24 4:80K Toppan Merrill/FA 3/15/23 Archer Aviation Inc. 10-K 12/31/22 89:10M Workiva Inc Wde… FA01/FA 3/15/23 Archer Aviation Inc. S-8 3/15/23 4:98K Toppan Merrill/FA 11/18/22 Archer Aviation Inc. 424B3 1:537K Toppan Merrill/FA 11/10/22 Archer Aviation Inc. POS AM 3:704K Toppan Merrill/FA 8/10/22 Archer Aviation Inc. 424B3 1:745K Workiva Inc Wde… FA01/FA 8/10/22 Archer Aviation Inc. 10-Q 6/30/22 71:6.1M Workiva Inc Wde… FA01/FA 7/01/22 Archer Aviation Inc. POS AM 136:16M Toppan Merrill/FA 7/01/22 Archer Aviation Inc. S-8 7/01/22 4:84K Toppan Merrill/FA |