Xos, Inc. 8-K

What Happened

• Xos, Inc. (XOS) filed an 8‑K reporting the certified results of its virtual 2026 Annual Meeting held June 23, 2026. Holders of 6,338,211 shares (52.57% of 12,056,211 outstanding as of the April 24, 2026 record date) were present or represented, constituting a quorum.
• Stockholders elected three Class II directors (George N. Mattson, Giordano Sordoni, Alice Yake), ratified Grant Thornton LLP as independent auditors for 2026, approved a 3,740,000‑share increase to the 2021 Equity Incentive Plan, supported the company’s 2025 executive compensation in a non‑binding vote, chose a three‑year frequency for future advisory votes on pay, and approved a potential issuance that could be 20%+ of outstanding common stock (including possible issuance below the Nasdaq Minimum Price) related to certain Convertible Promissory Notes.

Key Details

• Meeting quorum and participation: 6,338,211 shares voted (52.57% of 12,056,211 outstanding as of April 24, 2026).
• Director elections:
  • George N. Mattson: 3,697,336 for; 563,642 withheld; 2,077,233 broker non‑votes.
  • Giordano Sordoni: 4,076,755 for; 184,223 withheld; 2,077,233 broker non‑votes.
  • Alice Yake: 3,990,287 for; 269,880 withheld; 2,077,233 broker non‑votes.
• Auditor ratification: Grant Thornton LLP ratified — 5,895,733 for; 388,734 against; 53,744 abstentions.
• Equity plan and other approvals:
  • 2026 amendment to increase Equity Incentive Plan by 3,740,000 shares approved (3,617,316 for; 634,074 against; 9,588 abstain).
  • Non‑binding approval of 2025 executive compensation (3,889,635 for; 356,562 against).
  • Advisory vote on frequency: majority chose every three years (3,987,140 for 3 years vs. 1,111,220 for 1 year).
  • Approval to potentially issue 20%+ of outstanding common stock (including issuance below Nasdaq Minimum Price) to holders of certain Convertible Promissory Notes: 3,978,716 for; 274,630 against.

Why It Matters

• Director and auditor approvals maintain governance continuity. Election of directors and ratification of Grant Thornton as auditors are routine but important for company oversight and financial reporting.
• The approved 3,740,000‑share increase to the equity incentive plan and the vote authorizing potential issuance of 20%+ of shares (possibly below Nasdaq minimum price) are materially relevant to investors because they enable significant future share issuance and potential dilution tied to convertible notes and equity grants.
• The advisory votes (say‑on‑pay and three‑year frequency) are non‑binding but indicate shareholder sentiment on executive pay and governance cadence.