Business Context and Reporting Period
This Form 8-K Current Report was filed by Workhorse Group Inc. on May 4, 2020, covering events occurring on May 1, 2020. The Company is incorporated in Nevada and its common stock trades on The Nasdaq Capital Market under the symbol WKHS.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance changes and director compensation.
Material Changes
The Board of Directors was expanded from six to eight members. Two new directors were appointed:
- Jacqueline A. Dedo: Brings over 30 years of global automotive and industrial experience, including leadership roles at Dana Holding Corp. and Motorola, and co-founder of Aware Mobility LLC.
- Pamela S. Mader: Brings over two decades of automotive experience, including roles as VP at Belcan Consulting Services and various positions at General Motors and Allegiant International.
Compensation and Governance Details
Both new directors will receive the following annual compensation:
- Cash Compensation: $50,000 per year.
- Restricted Stock Grant: $60,000 per year, subject to standard vesting under the Company's 2019 Stock Incentive Plan.
- Initial Grant: For the year ended December 31, 2020, each director was granted 11,939 restricted shares of common stock, prorated for partial service vesting starting November 1, 2020.
The filing confirms no family relationships exist between the new directors and existing officers or directors, and no material transactions exceeding $120,000 have occurred since January 1, 2018.
Investor Verification Checklist
- Verify the total number of outstanding shares to assess the dilution impact of the 11,939 restricted shares granted to each new director.
- Review the Company's 2019 Stock Incentive Plan to confirm the specific vesting schedule and conditions for the new grants.
- Confirm the current cash position of the Company to ensure it can support the additional $100,000 in annual cash compensation for the two new directors.
- Check subsequent filings for any changes in the Board composition or additional executive appointments.