Q&A ABOUT PROXY MATERIALS AND ANNUAL MEETING
directors, FOR approving an amendment to the Restated Certificate to increase the
number of authorized shares of our common stock from 600,000,000 to 800,000,000, FOR approving, on a non-binding advisory basis, the compensation of our named executive officers and FOR
the ratification of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022 and in the discretion of the proxy holders on any other matters that may properly come before the
meeting).
What vote is required to approve each item?
For Proposal 1, the election of directors, the ten nominees receiving the most affirmative FOR votes will be elected.
Proposal 2, the approval of an amendment to the Restated Certificate to increase the number of authorized shares of our common stock from 600,000,000 to 800,000,000,
requires the affirmative FOR vote of the holders of a majority of the then outstanding shares of our common stock.
Proposal 3, the approval, on a non-binding advisory basis, of the compensation of our named executive officers, and Proposal 4, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting
firm for the year ending December 31, 2022, require the affirmative FOR vote of the holders of a majority of the voting power present or represented by proxy at the Annual Meeting and entitled to vote on the question.
If you hold shares beneficially in street name and do not provide your broker or nominee with voting instructions, your shares may constitute broker non-votes. Generally, broker non-votes occur on a matter when a broker or nominee does not have discretionary authority to vote on that matter without instructions from
the beneficial owner and instructions are not given. Discretionary items are proposals considered routine under the rules of The New York Stock Exchange, such as the ratification of the appointment of our independent auditors, and
therefore, broker non-votes are not expected to exist with respect to this proposal. Except for Proposal 2, approval of an amendment to the Restated Certificate to increase the number of authorized shares of
our common stock from 600,000,000 to 800,000,000, and Proposal 4, ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022, all other proposals
to be voted on at the Annual Meeting are considered a non-routine item for which brokers and nominees do not have discretionary voting power and, therefore, broker
non-votes may exist with respect to these non-routine proposals. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the Annual Meeting, assuming
that a quorum is obtained.
Is cumulative voting permitted for the election of directors?
Stockholders may not cumulate votes in the election of directors, which means that each stockholder may vote no more than the number of shares he or she owns for a
single nominee.
What constitutes a quorum?
The holders of a majority of the voting power of the common stock issued and outstanding and entitled to vote on the Record Date, present or represented by proxy at the
Annual Meeting, shall constitute a quorum. As of the close of business on the Record Date, there were shares of our common stock outstanding. Both
abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum.
What is householding and how does it affect me?
We have adopted a process for mailing our proxy materials called householding which has been approved by the SEC. Householding means that stockholders who
share the same last name and address will receive only one copy of our proxy materials, unless we receive contrary instructions from any stockholder at that address.
If you prefer to receive multiple copies of our proxy materials at the same address, additional copies will be provided to you upon request. If you are a stockholder of
record, you may contact us by writing to Secretary, Nikola Corporation, 4141 E Broadway Road, Phoenix, Arizona 85040, or call (559) 464-5652. Eligible stockholders of record receiving multiple copies of our
proxy materials can request householding by contacting us in the same manner. We have undertaken householding to reduce paper waste, printing costs and postage fees, and we encourage you to participate.