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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/09/17 Workhorse Group Inc. 10-Q 6/30/17 62:3.6M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 319K
2: EX-3.10 Certificate of Amendment to the Certificate of HTML 22K
Incorporation Dated August 8, 2017
7: EX-99.1 Nominating and Corporate Governance Committee HTML 31K
Charter Adopted by the Board of Directors of
Workhorse Group Inc. on December 17, 2015
8: EX-99.2 Compensation Committee Charter Adopted by the HTML 32K
Board of Directors of Workhorse Group Inc. on
December 17, 2015
9: EX-99.3 Audit Committee Charter Adopted by the Board of HTML 40K
Directors of Workhorse Group Inc. on December 17,
2015
3: EX-31.1 Certification -- §302 - SOA'02 HTML 23K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 23K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 19K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 19K
16: R1 Document and Entity Information HTML 39K
17: R2 Consolidated Balance Sheets HTML 83K
18: R3 Consolidated Balance Sheets (Parenthetical) HTML 37K
19: R4 Consolidated Statements of Operations (Unaudited) HTML 46K
20: R5 Consolidated Statements of Cash Flows (Unaudited) HTML 79K
21: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 36K
(Parenthetical)
22: R7 Summary of Significant Accounting Principles HTML 85K
23: R8 Inventory HTML 26K
24: R9 Property, Plant and Equipment, Net HTML 28K
25: R10 Long-Term Debt HTML 30K
26: R11 Shareholder and Related Party Advances HTML 21K
27: R12 Lease Obligations HTML 22K
28: R13 Stock Based Compensation HTML 123K
29: R14 Recent Pronouncements HTML 34K
30: R15 Private Placement Memorandum and Stock Offering HTML 25K
31: R16 Summary of Significant Accounting Principles HTML 120K
(Policies)
32: R17 Summary of Significant Accounting Principles HTML 34K
(Tables)
33: R18 Inventory (Tables) HTML 26K
34: R19 Property, Plant and Equipment, Net (Tables) HTML 26K
35: R20 Long-Term Debt (Tables) HTML 34K
36: R21 Stock Based Compensation (Tables) HTML 111K
37: R22 Summary of Significant Accounting Principles HTML 34K
(Details)
38: R23 Summary of Significant Accounting Principles HTML 35K
(Details 1)
39: R24 Summary of Significant Accounting Principles HTML 33K
(Details 2)
40: R25 Summary of Significant Accounting Principles HTML 30K
(Details Textual)
41: R26 Summary of Significant Accounting Principles HTML 25K
(Details Textual 1)
42: R27 Summary of Significant Accounting Principles HTML 26K
(Details Textual 2)
43: R28 Summary of Significant Accounting Principles HTML 36K
(Details Textual 3)
44: R29 Summary of Significant Accounting Principles HTML 27K
(Details Textual 4)
45: R30 Inventory (Details) HTML 27K
46: R31 Property, Plant and Equipment, Net (Details) HTML 41K
47: R32 Long-Term Debt (Details) HTML 33K
48: R33 Long-Term Debt (Parenthetical) (Details) HTML 34K
49: R34 Long-Term Debt (Details 1) HTML 38K
50: R35 Shareholder and Related Party Advances (Details) HTML 20K
51: R36 Lease Obligations (Details) HTML 23K
52: R37 Stock Based Compensation (Details) HTML 93K
53: R38 Stock Based Compensation (Details 1) HTML 93K
54: R39 Stock Based Compensation (Details 2) HTML 77K
55: R40 Stock Based Compensation (Details 3) HTML 77K
56: R41 Stock Based Compensation (Details Textual) HTML 46K
57: R42 Stock Based Compensation (Details Textual 1) HTML 29K
58: R43 Stock Based Compensation (Details Textual 2) HTML 41K
59: R44 Private Placement Memorandum and Stock Offering HTML 36K
(Details)
61: XML IDEA XML File -- Filing Summary XML 102K
60: EXCEL IDEA Workbook of Financial Reports XLSX 57K
10: EX-101.INS XBRL Instance -- wkhs-20170630 XML 858K
12: EX-101.CAL XBRL Calculations -- wkhs-20170630_cal XML 102K
13: EX-101.DEF XBRL Definitions -- wkhs-20170630_def XML 405K
14: EX-101.LAB XBRL Labels -- wkhs-20170630_lab XML 865K
15: EX-101.PRE XBRL Presentations -- wkhs-20170630_pre XML 684K
11: EX-101.SCH XBRL Schema -- wkhs-20170630 XSD 143K
62: ZIP XBRL Zipped Folder -- 0001213900-17-008355-xbrl Zip 89K
Exhibit 99.1
WORKHORSE GROUP INC.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
| A. | Purpose |
The purpose of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Workhorse Group Inc. (the “Company”) is to:
| · | recommend to the Board the persons to be nominated for election as directors at any meeting of stockholders and the persons (if any) to be elected by the Board to fill any vacancies on the Board; |
| · | develop and recommend to the Board a set of corporate governance guidelines applicable to the Company; and |
| · | oversee the evaluation of the Board. |
| B. | Structure and Membership |
| 1. | Number. The Nominating and Corporate Governance Committee shall consist of such number of directors as the Board shall from time to time determine. |
| 2. | Independence. Except as otherwise permitted by the applicable rules of NASDAQ, each member of the Nominating and Corporate Governance Committee shall be an “independent director” as defined by such rules. |
| 3. | Chair. Unless the Board elects a Chair of the Nominating and Corporate Governance Committee, the Committee shall elect a Chair by majority vote. |
| 4. | Compensation. The compensation of Nominating and Corporate Governance Committee members shall be as determined by the Board. |
| 5. | Selection and Removal. Members of the Nominating and Corporate Governance Committee shall be appointed by the Board, upon the recommendation of the Committee. The Board may remove members of the Nominating and Corporate Governance Committee from such Committee, with or without cause. |
| C. | Authority and Responsibilities |
| General |
The Nominating and Corporate Governance Committee shall discharge its responsibilities, and shall assess the information provided by the Company’s management, in accordance with its business judgment.
C:
Board and Committee Membership
| 1. | Selection of Director Nominees. Except where the Company is legally required by contract, bylaw or otherwise to provide third parties with the right to nominate directors, the Nominating and Corporate Governance Committee shall be responsible for recommending to the Board the nominees for election as directors at any meeting of stockholders and the persons to be elected by the Board to fill any vacancies on the Board. In making such recommendations, the Committee shall consider candidates proposed by stockholders. The Committee shall review and evaluate information available to it regarding candidates proposed by stockholders and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other candidates. |
| 2. | Criteria for Selecting Directors. The criteria to be used by the Nominating and Corporate Governance Committee in recommending directors and by the Board in nominating directors are as set forth in the Company’s Corporate Governance Guidelines. The Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board as a whole. The Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding director candidates proposed by stockholders. |
| 3. | Search Firms. The Nominating and Corporate Governance Committee shall have the authority to retain and terminate any search firm to be used to identify director nominees, including authority to approve the search firm’s fees and other retention terms. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of any search firm engaged by the Committee. |
| 4. | Selection of Committee Members. The Nominating and Corporate Governance Committee shall be responsible for recommending to the Board the directors to be appointed to each committee of the Board. |
Corporate Governance
| 5. | Corporate Governance Guidelines. The Nominating and Corporate Governance Committee is responsible for developing and recommending to the Board a set of Corporate Governance Guidelines applicable to the Company. The Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of such Corporate Governance Guidelines and recommend any proposed changes to the Board for approval. |
Evaluation of the Board; Succession Planning
| 6. | Evaluation of the Board. The Nominating and Corporate Governance Committee shall be responsible for overseeing an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively. The Committee shall determine the nature of the evaluation, supervise the conduct of the evaluation and prepare an assessment of the Board’s performance, to be discussed with the Board. |
C:
| C: 2 |
| 7. | Succession of Executive Officers and Board Members. The Nominating and Corporate Governance Committee shall oversee an annual review by the Board on succession planning, which shall include transitional leadership in the event of an unplanned vacancy. |
| 8. | Additional Powers. The Nominating and Corporate Governance Committee shall have such other duties as may be delegated from time to time by the Board. |
| D. | Procedures and Administration |
| 1. | Meetings. The Nominating and Corporate Governance Committee shall meet as often as it deems necessary in order to perform its responsibilities. The Committee may also act by unanimous written consent in lieu of a meeting. The Committee shall keep such records of its meetings as it shall deem appropriate. |
| 2. | Subcommittees. The Nominating and Corporate Governance Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member) as it deems appropriate from time to time under the circumstances. |
| 3. | Reports to the Board. The Nominating and Corporate Governance Committee shall report regularly to the Board. |
| 4. | Charter. The Nominating and Corporate Governance Committee shall, from time to time as it deems appropriate, review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval. |
| 5. | Independent Advisors. The Nominating and Corporate Governance Committee is authorized, without further action by the Board, to engage such independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities. Such independent advisors may be the regular advisors to the Company. The Committee is empowered, without further action by the Board, to cause the Company to pay the compensation of such advisors as established by the Committee. |
| 6. | Investigations. The Nominating and Corporate Governance Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Committee or any advisors engaged by the Committee. |
| 7. | Annual Self-Evaluation. At least annually, the Nominating and Corporate Governance Committee shall evaluate its own performance. |
3
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/12/24 Workhorse Group Inc. 10-K 12/31/23 96:8.3M 7/20/23 Workhorse Group Inc. S-3 6:929K EdgarAgents LLC/FA 3/01/23 Workhorse Group Inc. 10-K 12/31/22 103:9.6M 3/01/22 Workhorse Group Inc. 10-K 12/31/21 99:9M 3/01/21 Workhorse Group Inc. 10-K 12/31/20 84:8M Workiva Inc Wde… FA01/FA |