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(Address of principal executive offices) (Zip code)
telephone number, including area code)
(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:
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)
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))
registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
A common stock, $0.001 par value per share
iThe 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 i☐
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
(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.
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.