0001425287
false
0001425287
2023-11-13
2023-11-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): November 13, 2023
WORKHORSE GROUP INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-37673 |
|
26-1394771 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
3600 Park 42 Drive, Suite 160E, Sharonville, Ohio 45241
(Address
of principal executive offices) (zip code)
(888)
646-5205
(Registrant’s
telephone number, including area code)
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)) |
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, $0.001 par value per share |
|
WKHS |
|
The
Nasdaq Capital Market |
| Item 5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On
November 13, Workhorse Group Inc. (the “Company”) and Rick Dauch, the Company’s Chief Executive Officer, entered into
an amendment (the “Amendment”) to Mr. Dauch’s employment agreement that generally reduces Mr. Dauch’s compensation.
Mr. Dauch voluntarily entered into the Amendment to reflect his commitment to reducing costs and to align his compensation with actions
the Company is taking for the benefit of employees, customers and stockholders. Specifically, the Amendment reduces Mr. Dauch’s
(i) base salary from $1,000,000 to $780,000, (ii) target cash bonus range from 125% to 200% of his base salary to 100% to 200% of his
base salary and (iii) equity incentive awards under the Company’s long-term incentive plan from $5,000,000 to $3,630,000. Subject
to certain conditions and assumptions, the Company expects the total value of Mr. Dauch’s compensation to be reduced by $2,060,000.
Item
9.01. 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.
|
WORKHORSE GROUP
INC. |
|
|
Date:
November 14, 2023 |
By: |
/s/
James D. Harrington |
|
Name: |
James
D. Harrington |
|
Title: |
General Counsel, Chief Compliance
Officer and Secretary |
2
Exhibit
10.1
AMENDMENT
TO EMPLOYMENT AGREEMENT
This
Amendment to Employment Agreement (this “Amendment”) is made and entered into as of November 13, 2023 (the “Amendment
Effective Date”) by and between WORKHORSE GROUP INC., a Nevada corporation (the “Company”), and Richard Dauch (the
“Executive”).
RECITALS:
WHEREAS,
the Company and the Executive entered into that certain Employment Agreement made and entered into as of July 25, 2021 (the “Employment
Agreement”); and
WHEREAS,
the Company and the Executive now desire to amend the Employment Agreement in accordance with Section 14.2 of the Employment Agreement.
NOW,
THEREFORE, the Company and the Executive hereby agree that the Employment Agreement is amended in the following particulars, all effective
as of Amendment Effective Date:
1. Sections
3.1, 3.2 and 3.3, respectively, of the Employment Agreement are amended to read as follows:
“3.1 Base
Salary. For periods on and after November 13, 2023 (the ‘Amendment Date’), the Executive’s annual base salary will
be $780,000 (the ‘Base Salary’). Unless otherwise agreed by the Executive, the Base Salary shall not be reduced after the
Amendment Date and prior to August 2, 2024; provided, however, that the Base Salary may be reduced without the Executive’s consent
by the Board or as may be delegated to the Compensation Committee of the Board (references herein to the Compensation Committee shall
include reference to the Board if no such Committee exists at any time) if necessary in connection with a one-time reduction as part
of a Company-wide or executive team-wide cost-cutting measure or Company-wide or executive team-wide cutback as a result of overall Company
performance, in which case the Base Salary shall not be reduced by more than 10% without the Executive’s prior consent (not to
be unreasonably withheld). The Base Salary shall be paid in accordance with the Company’s customary payroll practices and applicable
wage payment laws.
3.2
Bonuses. For each calendar year ending within the Employment Term, Executive will be eligible to receive a cash bonus (‘Cash
Bonus’) as determined by the Compensation Committee based upon the level of achievement of performance goals established by the
Compensation Committee and provided to the Executive in writing within ninety (90) days after the beginning of the calendar year. For
any calendar year, the Executive’s target Cash Bonus will be 100% of the then current Base Salary with the potential to receive
up to 200% of the then current Base Salary if the maximum level of the performance goals is achieved; provided, however, that the Executive’s
target Cash Bonus for the 2023 calendar year shall be equal to 100% of the Base Salary determined as of the Amendment Date. With respect
to each calendar year ending within the Employment Term, the Compensation Committee will determine the amount of the Cash Bonus to be
awarded within ninety (90) days after the end of the calendar year to which the Cash Bonus relates. The Compensation Committee has the
sole and absolute discretion whether to award a Cash Bonus each calendar year. If the Compensation Committee awards
a Cash Bonus, it will direct the Company to pay the awarded Cash Bonus at the next payroll to occur following such determination. To
be eligible to receive a Cash Bonus for a particular calendar year, the Executive must be employed by the Company on the payroll date
that the Cash Bonus is paid, except that in the case of the Executive’s death or Permanent Disability prior to such payroll date,
the Executive only must be employed by the Company as of the last day of the particular calendar year.
3.3 Equity
Awards.
(a) Long
Term Incentive Plan. With respect to each calendar year ending during the Employment Term beginning with calendar year 2024, the
Executive will be eligible to receive equity incentive grants, subject to the Executive’s continued employment and satisfactory
job performance, under any long-term incentive plan approved by the Board, with a target value of $3,630,000 (based on the grant date
value of any such award). Each such annual award, if any, will be made within 6 months following the end of the calendar year and shall
be subject to vesting and other terms and conditions as determined by the Compensation Committee. Neither the Board nor the Compensation
Committee is under any obligation to grant any equity incentive awards to any person.”
(b) Equity
Plan Terms. Terms and conditions of all equity incentive grants, including those describe above, will be in accordance with the terms
of the Company’s equity-based incentive plan in effect at the time of each such grant.”
2. Section 5.1 of the Employment Agreement is hereby amended to read as follows:
“Severance
Payment. In the event of the Executive’s Termination Upon Change of Control, the Executive shall be entitled to receive an
amount equal to three (3) times the greater of (a) the sum of (i) the Executive’s Base Salary as then in effect and (ii) the target
Cash Bonus in effect for the Executive for the calendar year in which such termination occurs, or (b) the sum of (i) the Executive’s
Base Salary as in effect immediately prior to the Amendment Date and (ii) the target Cash Bonus in effect for the Executive for calendar
year 2023 as determined immediately prior to the Amendment Date, which amount shall be paid in a lump sum within thirty (30) days following
the Termination Date. In addition to the foregoing severance payment, in the event of the Executive’s Termination Upon Change of
Control, the Executive shall be entitled to receive, within thirty (30) days following the Termination Date, a lump sum payment equal
to the aggregate of the following: (x) if the Executive’s Termination Upon Change of Control occurs before March 15, an amount
equal to the Cash Bonus earned, but unpaid, with respect to the previous calendar year based on the Board’s good faith determination
of the level of attainment of the performance metrics for such previous calendar year; and (y) if the Executive’s Termination Upon
Change of Control occurs after June 30, an amount equal to the target Cash Bonus then in effect for the Executive for the calendar year
in which such termination occurs prorated to reflect the number of days the Executive was employed with the Company during such calendar
year.”
3. By adding the following sentence as the last sentence of Section 8.7 of the Plan:
“Notwithstanding
the foregoing, in no event shall any reduction in the Executive’s Base Salary or target Cash Bonus made on the Amendment Date be
considered a basis for Good Reason.”
4. Except
as provided herein, all other terms of the Employment Agreement shall remain in force and effect in accordance with its terms.
5. For
the avoidance of doubt, the Executive hereby expressly consents to the reduction in the Executive’s Base Salary and target Cash
Bonus as a percentage of the Executive’s Base Salary made as part of this Amendment and in no event shall such reductions be a
basis for Good Reason under the Employment Agreement.
IN
WITNESS WHEREOF, each of the parties has executed this Amendment, in the case of the Company, by its duly authorized officer,
as of the date first above written.
|
EXECUTIVE |
|
|
|
|
/s/
Richard Dauch |
|
RICHARD DAUCH |
|
|
|
|
WORKHORSE GROUP INC. |
|
|
|
By: |
/s/
Kerry Roraff |
|
Its: |
Chief
Human Resources Officer |
3
v3.23.3
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Workhorse (NASDAQ:WKHS)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Workhorse (NASDAQ:WKHS)
Gráfica de Acción Histórica
De May 2023 a May 2024