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 20, 2025

Evolv Technologies Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39417

84-4473840

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


500 Totten Pond Road, 4th Floor Waltham, Massachusetts						02451
(Address of principal executive offices)						(Zip Code)

(781) 374-8100

Registrant’s 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:


☐			Written 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)
☐			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

Class A common stock, par value $0.0001 per share

EVLV

The Nasdaq Stock Market

Warrants to purchase one share of Class A common stock

EVLVW

The 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 ☐

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 20, 2025, Evolv Technologies Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, a total of 118,376,148 shares of Class A common stock were present in person or represented by proxy, representing approximately 72.41% percent of the Company’s Class A common stock outstanding as of the April 21, 2025 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2025.

Item 1 - Election of four Class I directors to serve until the Company’s annual meeting of stockholders to be held in 2028 and until their respective successors have been duly elected and qualified.


	Votes FOR	Votes WITHHELD	Broker Non-Votes
Kevin Charlton	80,505,506	1,081,227	36,789,415
John Kedzierski	81,082,111	504,622	36,789,415
Kimberly Sheehy	71,596,161	9,990,572	36,789,415
Bilal Zuberi	72,948,504	8,638,229	36,789,415

Item 2 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
79,961,618	1,425,477	199,638	36,789,415

Item 3 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
117,624,914	546,936	204,298	0

Based on the foregoing votes, each of Kevin Charlton, John Kedzierski, Kimberly Sheehy, and Bilal Zuberi was elected as a Class I director, and each of Items 2 and 3 was approved.

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.


	Evolv Technologies Holdings, Inc.

Date: June 23, 2025	By:	/s/ John Kedzierski
	Name:	John Kedzierski
	Title:	Chief Executive Officer

Evolv Technologies Holdings, Inc. 8-K