Luminar Technologies, Inc./DE0001758057false00017580572024-06-052024-06-05

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 5, 2024

LUMINAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware001-3879183-1804317
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (800) 532-2417

N/A
(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 classTrading symbolName of each exchange
on which registered
Class A Common Stock, par value of $0.0001 per shareLAZRThe 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 5, 2024, the stockholders of Luminar Technologies, Inc. (the “Company”) approved an amendment and restatement of the Company’s 2020 Equity Incentive Plan to increase the number of shares of Class A common stock authorized for issuance thereunder (as amended, the “Amended Plan”), as described in more detail in the Company’s definitive proxy statement filed with the SEC on April 25, 2024. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
On June 5, 2024, the Company held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected three directors to the Company’s board of directors; (2) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; (3) approved, on an advisory (non-binding) basis, the compensation of the named executive officers; and (4) approved an amendment and restatement of the Luminar Technologies, Inc. 2020 Equity Incentive Plan to increase the authorized share reserve. A total of 1,162,198,430 votes, or 88.08% of the voting power of the shares of the Company’s common stock outstanding as of the record date of April 8, 2024, were represented in person or by proxy at the Annual Meeting. The matters voted on by the Company’s stockholders and the voting results are as follows:
1. Election of Directors. All three nominees for director were elected as Class I directors to the Company’s board of directors to serve until the Company’s 2027 annual meeting of stockholders or until their successors are duly elected and qualified.
NomineeVotes ForVotes WithheldBroker Non-Votes
Mr. Jun Hong Heng
1,027,220,1674,820,163130,158,100
Shaun Maguire, PhD
1,011,932,17920,108,151130,158,100
Ms. Katharine A. Martin
1,006,855,57425,184,756130,158,100
2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The appointment of Deloitte & Touche LLP was ratified.
Votes ForVotes AgainstAbstained
1,156,345,0192,602,2133,251,198
3. Advisory vote on executive compensation. The Company’s stockholders approved, on an advisory basis, the compensation of its named executive officers. The proposal received the following votes:
Votes ForVotes AgainstAbstainedBroker Non-Votes
1,002,222,97423,161,7916,655,565130,158,100
4. Amend and Restate 2020 Equity Incentive Plan. The Company’s stockholders approved an amendment and restatement of the Luminar Technologies, Inc. 2020 Equity Incentive Plan to increase the authorized share reserve by 20,000,000 shares. The proposal received the following votes:
Votes ForVotes AgainstAbstainedBroker Non-Votes
995,462,60430,515,6336,062,093130,158,100


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.



SIGNATURES

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.

Luminar Technologies, Inc.
Date: June 7, 2024
By:/s/ Thomas J. Fennimore
Name:Thomas J. Fennimore
Title:Chief Financial Officer

v3.24.1.1.u2
Cover
Jun. 05, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jun. 05, 2024
Entity Registrant Name Luminar Technologies, Inc./DE
Entity Incorporation, State or Country Code DE
Entity File Number 001-38791
Entity Tax Identification Number 83-1804317
Entity Address, Address Line One 2603 Discovery Drive
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Orlando
Entity Address, State or Province FL
Entity Address, Postal Zip Code 32826
City Area Code 800
Local Phone Number 532-2417
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value of $0.0001 per share
Trading Symbol LAZR
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001758057
Amendment Flag false
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