Milton, Former Executive Chair, Criminally
Convicted and Sentenced to 48 Months in Prison
PHOENIX, Feb. 9, 2024
/PRNewswire/ -- Nikola Corporation (Nasdaq: NKLA), a global leader
in zero-emissions transportation and energy supply and
infrastructure solutions, said today that its Board of Directors
has rejected a slate of five dissident nominees proposed by an
entity controlled by former Executive Chairman Trevor Milton for election as directors at
Nikola's 2024 Annual Meeting of Stockholders.
On January 26, 2024, Nikola
received a notice from M&M Residual, LLC, Mr. Milton's entity,
declaring its intent to nominate a slate of five directors for its
eight-member board: Cole Cannon,
Derek Johnson, Hans Peterson, Paul
Southam and Dave
Sparks.
The Board of Directors reviewed the director nominees and
rejected the slate and does not endorse their nomination. The
director nominees have no public company experience, add no skills
or experience to the board, and indisputably lack the depth of
experience that the current Nikola board members bring to the
Company. Additionally, it is the Company's belief that the director
nominees lack the expertise or knowledge needed to navigate the
complexities of a zero-emissions trucking and energy infrastructure
business.
Mr. Milton was criminally convicted of one count of securities
fraud and two counts of wire fraud as it
relates to the Company, and on January 17,
2024, was sentenced to 48 months in prison, followed by
supervised release for three years. On October 20, 2023, Mr. Milton was found liable in
an arbitration with the Company, resulting in an award to the
Company of $165 million plus
interest, which includes a $125
million settlement with the Securities and Exchange
Commission from December 2021. This
judgment remains unpaid, and Nikola is vigorously seeking all legal
avenues to recover monies owed to the Company by Mr. Milton.
Mr. Milton is separated from the Company entirely and has had
zero involvement in Nikola's day-to-day operations since September
of 2020; however, Nikola continues to suffer harm created by Mr.
Milton's business decisions from over three years ago in his role
as Founder and Executive Chairman.
Nikola's current Board of Directors comprises a diverse group of
reputable, leading experts in their respective fields – from
trucking to startups to technology to energy, as well as customer
service – all integral aspects of Company business. Each member
holds specific and relevant industry experience that has driven
forward strategic initiatives to help support Nikola's long-term
financial strength. This in turn delivers on our commitment to
create long-term value for our stockholders.
In short, the hydrogen ecosystem is a series of complex systems
that require complex answers. Nikola's board of directors has the
expertise and experience necessary for the Company's success, and
our team stands firmly behind them.
These experts include:
- Nikola President and CEO,
Steve Girsky, who is a former
vice-chairman of GM and Managing Director at Morgan Stanley and has
30-plus years of business experience;
- Steve Shindler, a former CEO and
CFO in the Nextel organization, also with more than 30 years of
success in his field;
- Mary Petrovich, Senior Operating
Executive for The Carlyle Group and former Chairman and CEO of two
highly successful Carlyle portfolio companies in industrial and
transportation sectors, with more than three decades of
experience;
- Andrew Vesey, President and CEO,
North America, Fortescue Future
Industries, with more than 40 years of energy business
experience;
- Bruce Smith, Chairman and CEO of
Detroit Manufacturing Systems, a tier 1 automotive supplier, with
30 years of deep automotive and supplier leadership positions and
relationships;
- Michael Mansuetti, president,
North America, Robert Bosch LLC,
with decades of experience in the technology and supplier
sectors;
- John Vesco, with more than three
decades of executive leadership for prominent transportation and
supply chain organizations, including Hub Group and Schneider;
and
- Jonathan Pertchick, former CEO and Managing Director of
TravelCenters of America (TA), with decades of successful company
transformation on his resume.
Nikola's Board of Directors strongly opposes the nominations
made by Mr. Milton and will disclose its director nominees when its
proxy statement is filed with the Securities and Exchange
Commission (the "SEC"). Nikola stockholders are not required to
take any action at this time.
ABOUT NIKOLA CORPORATION
Nikola Corporation's
mission is clear: pioneering solutions for a zero-emissions world.
As an integrated truck and energy company, Nikola is
transforming transportation and over-the-road freight services.
With our Class 8 vehicles, including battery-electric and hydrogen
fuel cell electric trucks, and our energy brand, HYLA,
we are driving the advancement of the complete hydrogen refueling
ecosystem. This encompasses supply, distribution, and dispensing,
reflecting our commitment to sustainable practices and a cleaner
future.
Nikola is based in Phoenix,
Arizona with a manufacturing facility in Coolidge, Arizona.
FORWARD-LOOKING STATEMENTS
This press release contains
certain forward-looking statements within the meaning of federal
securities laws with respect to Nikola Corporation (the "Company"),
including statements relating to: the Company's beliefs regarding
the director nominees proposed by Trevor
Milton; the expertise or knowledge needed to navigate the
complexities of a zero-emissions trucking and energy infrastructure
business; and the expertise and experience of the Company's current
board of directors, including potential benefits to the Company and
long-term value for stockholders. Forward-looking statements are
predictions, projections, and other statements about future events
based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this press release, including but not limited to: the
ability of the Company to access sufficient capital to meet its
requirements and fund its business; manufacturing delays and
difficulties; risks related to the rollout of the Company's
hydrogen fueling infrastructure and the timing thereof; the
availability of access to hydrogen refueling facilities; the level
of and cancellation of customer orders; risks associated with
manufacturing batteries and fuel cell power modules; the Company's
ability to remain listed on Nasdaq; and the factors, risks and
uncertainties described in the "Risk Factors" section of the
Company's quarterly report on Form 10-Q for the quarter ended
September 30, 2023 filed with the
SEC, in addition to the Company's subsequent filings with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and, except as required by law, the Company assumes no
obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise.
ADDITIONAL INFORMATION AND WHERE TO FIND
IT
Nikola intends to file with the SEC a proxy statement on
Schedule 14A, containing a form of WHITE proxy card, with respect
to its solicitation of proxies for Nikola's 2024 Annual Meeting of
Stockholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
FILED BY NIKOLA AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION.
Investors and security holders may obtain copies of these documents
and other documents filed with the SEC by Nikola free of charge
through the website maintained by the SEC at www.sec.gov.
Copies of the documents filed by Nikola are also available free of
charge in the investor relations section of Nikola's website
at nikolamotor.com.
PARTICIPANTS
Nikola, its directors and executive
officers and other members of management and employees will be
participants in the solicitation of proxies with respect to a
solicitation by Nikola. Information about Nikola's executive
officers and directors is available in Nikola's definitive proxy
statement for its 2023 Annual Meeting, which was filed with the SEC
on April 25, 2023, and its Current
Reports on Form 8-K filed with the SEC on April 28, 2023, August 4,
2023, August 18, 2023,
September 1, 2023, September 19, 2023, September 21, 2023, November 17, 2023, December 15, 2023 and February 2, 2024. To the extent holdings by the
directors and executive officers of Nikola securities reported in
the proxy statement for Nikola's 2023 Annual Meeting have changed,
such changes have been or will be reflected in Forms 3, 4 or 5
filed with the SEC. These documents are or will be available free
of charge at the SEC's website at www.sec.gov and in the
investor relations section of Nikola's website at
nikolamotor.com.
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SOURCE Nikola Corporation