Lucid Group, Inc.

8-K · lcid-20260604.htm iXBRL

0001811210 2026-06-04 2026-06-04

 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 4, 2026
 Lucid Group, Inc.
 (Exact name of registrant as specified in its charter)

 Delaware
 001-39408
 85-0891392

 (State or other jurisdiction of
incorporation or organization)
 (Commission File
Number)
 (I.R.S. Employer Identification No.)

 7373 Gateway Boulevard
 Newark , CA

 94560

 (Address of Principal Executive Offices)
 (Zip Code)

 Registrant ’ s telephone number, including area code: ( 510 ) 648-3553
 (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)
 ☐      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, $0.0001 par value per share
 LCID
 The Nasdaq Stock Market LLC

 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 On June 4, 2026, at the 2026 Annual Meeting of Stockholders (the “ Annual Meeting ”) of Lucid Group, Inc. (the “ Company ”), the Company’s stockholders approved the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc. Amended and Restated 2021 Employee Stock Purchase Plan attached thereto) (the “ Plan ”). Under the Plan as approved by the Company’s stockholders at the Annual Meeting, the number of shares of Class A common stock (the “ Common Stock ”) available for issuance has been increased by 23,500,000 shares effective as of the date of the Annual Meeting. A summary of the material terms of the Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 23, 2026 (the “ Proxy Statement ”), which summary is incorporated by reference herein. The foregoing and the summary in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan, a copy of which was previously filed as Annex A to the Proxy Statement and incorporated herein by reference.

 Item 5.07 Submission of Matters to a Vote of Securities Holders.
 The Company held its Annual Meeting on June 4, 2026. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on April 6, 2026, the record date for the Annual Meeting, there were 330,144,675 shares of Common Stock outstanding and entitled to vote, and 100,000 shares of series A convertible preferred stock and 75,000 shares of series B convertible preferred stock outstanding and entitled to vote, which are convertible, in the aggregate, into 53,132,446 shares of Common Stock.
 At the Annual Meeting, the Company’s stockholders voted on the following four proposals, each of which is described in more detail in the Proxy Statement. The number of votes cast with respect to each proposal was as indicated below.
 1. Election of Directors. The following nine nominees were elected to serve as directors until the Company’s 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to earlier resignation or removal, based on the following results of voting:

 Nominee
 Votes For
 Votes Withheld
 Broker Non-Votes

 Turqi Alnowaiser
 255,206,437
 6,409,224
 42,419,586

 Douglas Grimm
 260,283,817
 1,331,844
 42,419,586

 Sachin Kansal
 260,382,491

 1,233,170

 42,419,586

 Lisa M. Lambert
 260,264,427
 1,351,234
 42,419,586

 Andrew Liveris
 259,931,381
 1,684,280
 42,419,586

 Nichelle Maynard-Elliott
 259,647,419
 1,968,242
 42,419,586

 Silvio Napoli
 260,168,978

 1,446,683

 42,419,586

 Chabi Nouri
 259,828,130
 1,787,531
 42,419,586

 Ori Winitzer
 260,142,676
 1,472,985
 42,419,586

 2. Ratification of the Selection of the Independent Registered Public Accounting Firm. The ratification of the selection of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026, was ratified based on the following results of voting:

 Votes For
 Votes Against
 Abstentions
 Broker Non-Votes

 300,971,935
 1,906,185
 1,157,127
 N/A

 3. Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers. The results of the advisory vote regarding the Company’s 2025 executive compensation as disclosed in the Proxy Statement were as follows:

 Votes For
 Votes Against
 Abstentions
 Broker Non-Votes

 255,952,612
 5,411,173
 251,876
 42,419,586

 4. Approval of the Amendment and Restatement of the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan. The amendment and restatement of the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan was approved, based on the following results of voting:

 Votes For
 Votes Against
 Abstentions
 Broker Non-Votes

 253,997,107
 7,435,259
 183,295
 42,419,586

 Item 9.01 Financial Statements and Exhibits.
 (d) Exhibits

 Exhibit
 Number
 Description

 10.1
 Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc. Amended and Restated 2021 Employee Stock Purchase Plan, attached thereto) (previously filed as Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 23, 2026 and incorporated herein by reference).

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 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.

 Dated: June 5, 2026

 Lucid Group, Inc.

 By:
 /s/ Taoufiq Boussaid

 Taoufiq Boussaid

 Chief Financial Officer