UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 1430, 2022

Romeo Power, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38795		83-2289787
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4380 Ayers Avenue

Vernon, CA 90058

90058

(Address of principal executive offices)

(Zip Code)

(833) 467-2237

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	RMO	New York Stock Exchange

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 ¨

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 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On June 14 30, 2022, Romeo Power, Inc. (the “Company”) ~~called~~held ~~to order~~ its ~~2022~~ annual meeting of stockholders (the “Annual Meeting”). The ~~Company~~ ~~then~~meeting ~~adjourned~~had ~~the~~previously ~~Annual~~been ~~Meeting~~scheduled ~~without~~for ~~opening~~June ~~the~~14, ~~polls~~2022 onand, as previously reported by the ~~matters~~Company on ~~that~~a ~~were~~Current ~~scheduled~~Report toon beForm ~~submitted~~8-K tofiled aon ~~vote~~June of15, ~~the Company’s~~2022, ~~stockholders~~was atadjourned ~~the~~until ~~Annual~~June ~~Meeting~~30, 2022 in order to provide additional time to solicit proxies with respect to the proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of shares of authorized Common Stock from 250,000,000 to 350,000,000. The Annual Meeting has been adjourned to Thursday, June 30, 2022, at 10:00 a.m. (Pacific Time) with respect to all proposals described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 28, 2022 (the “Proxy Statement”). No changes have been made in the proposals to be voted on by stockholders at the Annual Meeting and described in the Proxy Statement.

~~The~~At ~~adjourned~~the Annual Meeting, ~~will~~the ~~resume~~Company’s instockholders avoted ~~virtual format only via live webcast~~ on ~~June~~six 30proposals, ~~2022,~~each atof ~~10:00~~which ~~a.m.~~is ~~(Pacific~~described ~~Time)~~in atmore ~~www.virtualshareholdermeeting.com/RMO2022.~~detail ~~The~~in ~~record date for determining stockholders eligible to vote at~~ the ~~Annual~~Company’s ~~Meeting will remain the close of business on April 18, 2022. Stockholders who have previously~~definitive ~~submitted a~~ proxy orstatement ~~otherwise~~on ~~voted~~Schedule ~~and~~14A ~~who~~filed ~~do not want to change their vote do not need to take any action. Proxies previously submitted~~ with ~~respect to~~ the ~~Annual~~U.S. ~~Meeting~~Securities ~~will~~and beExchange ~~voted~~Commission on ~~all~~April ~~proposals~~28, at2022 (the ~~adjourned~~“Proxy ~~Annual Meeting unless properly revoked~~Statement”).

~~During~~As of the close ~~current~~of ~~adjournment~~business on April 18, ~~polls~~2022, ~~remain~~the ~~open~~record ~~and~~date for the Annual Meeting, there were 151,226,438 shares of the Company’s ~~continues~~common tostock ~~solicit~~outstanding, ~~votes~~each ~~from~~of ~~its~~which ~~stockholders~~was entitled to one vote with respect to ~~all~~each ~~proposals~~proposal. A total ~~set~~of ~~forth~~85,157,293 inshares of common stock, representing approximately 56.31% of the ~~Proxy~~shares ~~Statement~~of Common Stock entitled to vote, were present in person or by proxy, constituting a quorum.

AtThe ~~the time the Annual Meeting was called to order, proxies had been~~voting ~~submitted~~results byfor ~~stockholders representing approximately 54% of~~ the ~~shares~~proposals ofvoted ~~the~~on ~~Company’s common stock outstanding and entitled to vote~~ at the Annual Meeting, ~~which~~are ~~constituted a quorum. At the time of the Annual Meeting, votes were sufficient to approve each of Proposals 1, 2, 3, 4 and 5 as~~ set forth in the Proxy Statement. Although votes cast are approximately 84% in favor of Proposal 6, the Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, at the time the Annual Meeting was called to order, there were not sufficient votes to approve Proposal 6, which requires the affirmative vote of a majority in voting power of the Company entitled to vote on the proposal.below:

~~Additional~~1. ~~Information~~The ~~and~~Election ~~Where~~of Directors - To approve the election of eight directors to ~~Find~~serve Ituntil the next annual meeting of stockholders and until his or her successor is elected or appointed. The nominees were elected, based upon the following votes:

This Current Report on Form 8-K may be deemed to be solicitation material in respect of the solicitation of proxies from stockholders for the adjourned Annual Meeting. The Company has filed with the SEC and made, and will make, the Proxy Statement available to its stockholders of record on April 28, 2022. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN ITS ENTIRETY BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MATTERS TO BE CONSIDERED AT THE ADJOURNED ANNUAL MEETING.

Name	For		Withheld		Broker Non-Votes
Susan S. Brennan		50,628,793		4,291,101		-
Lauren Webb		50,887,776		4,032,118		-
Robert S. Mancini		48,815,587		6,104,307		-
Donald S. Gottwald		48,095,237		6,824,657		-
Laurene Horiszny		50,902,832		4,017,062		-
Philip Kassin		50,847,483		4,072,411		-
Timothy E. Stuart		47,854,387		7,065,507		-
Paul S. Williams		47,655,142		7,264,752		-

~~Stockholders~~2. ~~entitled~~Ratification toof ~~vote~~Appointment atof ~~the~~Independent ~~adjourned~~Registered ~~Annual~~Public ~~Meeting~~Accounting ~~may~~Firm ~~request, and~~- ~~the~~To ~~Company~~approve ~~will~~the ~~provide~~ratification ~~at no cost, a copy~~ of the ~~proxy~~selection ~~materials,~~of ~~including~~Deloitte ~~any~~& ~~exhibits~~Touche toLLP ~~such~~as ~~filings, by writing or telephoning~~ the Company’s atindependent ~~the~~registered ~~following~~public ~~address:~~accounting ~~Corporate~~firm ~~Secretary~~for ofthe ~~Romeo~~fiscal ~~Power,~~year ~~Inc.,~~ending ~~4380~~December ~~Ayers Ave.~~31, ~~Vernon, CA 90058 or an oral request at (833) 467-2237~~2022. ~~Stockholders~~This ~~may~~proposal ~~also~~was ~~access~~approved ~~these~~based ~~filings~~on at the ~~Company’s~~following ~~website under the “Investors” link at www.romeopower.com.~~votes:

Participants in the Solicitation

For		Against		Abstain		Broker Non-Votes
81,723,254		1,749,209		1,684,830		-

~~The~~3. ~~Company~~Non-Binding ~~and~~Advisory ~~its~~Vote ~~directors, director nominees, and executive officers may be deemed~~ to beApprove ~~participants~~Compensation ~~in the solicitation~~ of ~~proxies from~~ the Company’s ~~stockholders~~Named ~~with~~Executive ~~respect~~Officers to- ~~the~~To ~~matters~~approve, toon ~~be considered~~an atadvisory basis, the ~~adjourned~~compensation ~~Annual~~of ~~Meeting. Information regarding~~ the ~~names,~~Company’s ~~affiliations,~~named ~~and~~executive ~~direct~~officers. orThis ~~indirect~~proposal ~~interests~~was ~~(by~~approved ~~security holdings~~based oron ~~otherwise) of these persons are described in~~ the ~~Proxy~~following ~~Statement.~~votes:

Forward-Looking Statements

For		Against		Abstain		Broker Non-Votes
31,132,750		22,121,454		1,665,690		30,237,399

~~Certain~~4. ~~statements~~Non-Binding inAdvisory ~~this~~Vote ~~Current Report~~ on ~~Form~~Frequency ~~8-K constitute forward-looking statements, and any statements other than statements~~ of ~~historical~~Executive ~~fact~~Compensation ~~could~~Votes ~~be deemed to be forward~~-~~looking~~ ~~statements.~~To ~~These forward-looking statements include~~approve, ~~but~~on ~~are~~an ~~not~~advisory ~~limited to~~basis, ~~statements regarding~~ the ~~date~~frequency of ~~the~~future ~~Company’s~~non-binding ~~adjourned~~advisory ~~Annual~~stockholder ~~Meeting.~~votes ~~These statements are based~~ on ~~management's current expectations and actual results and future events may differ materially due to risks and uncertainties detailed from time to time in filings~~ the ~~Company~~compensation ~~makes~~of ~~with~~our ~~the~~named ~~SEC,~~executive ~~including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K~~officers. The ~~Company~~proposal ~~disclaims~~for ~~any~~a ~~obligation to update information contained in these forward~~one-~~looking~~year ~~statements, whether~~frequency aswas aapproved ~~result~~based ofon ~~new~~the ~~information,~~following ~~future events, or otherwise.~~votes:

SIGNATURE

One Year		Two Years		Three Years		Abstain
51,110,896		612,276		784,913		2,411,809

~~Pursuant~~5. toThe Issuance of the ~~requirements~~Company’s Common Stock to YA II PN, Ltd. in Excess of the ~~Securities~~ Exchange ~~Act~~Cap of ~~1934~~the Standby Equity Purchase Agreement - To approve, for purposes of complying with Section 312.03(c) of the ~~registrant~~New ~~has~~York ~~duly~~Stock ~~caused~~Exchange ~~this~~Listed ~~report~~Company Manual, the issuance of the Company’s common stock to beYA ~~signed~~II onPN, ~~its~~Ltd. ~~behalf~~in byexcess of the ~~undersigned~~exchange ~~hereunto~~cap ~~duly~~of ~~authorized~~the Standby Equity Purchase Agreement included as Appendix A to the Proxy Statement. This proposal was approved based on the following votes:

		ROMEO POWER, INC.
For		Against		Abstain	Broker Non-Votes
Date:	June 15, 2022	By:	/s/ Matthew Sant
48,411,402		5,298,045		1,210,447	30,237,399
		Name:	Matthew Sant
		Title:	General Counsel and Secretary

Amendment to the Company’s Second Amended and Restated Certificate of Incorporation - To approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 250,000,000 to 350,000,000. This proposal was not approved based on the following votes:

For		Against		Abstain		Broker Non-Votes
70,850,266		12,927,324		1,379,703		-

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	ROMEO POWER, INC.

Date:  July 1, 2022	By:	/s/ Matthew Sant
	Name:	Matthew Sant
	Title:	General Counsel and Secretary

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