0001819142false0001819142us-gaap:WarrantMember2024-06-072024-06-070001819142us-gaap:CommonStockMember2024-06-072024-06-0700018191422024-06-072024-06-07

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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 7, 2024

SES AI CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware

    

001-39845

    

88-0641865

(State or other jurisdiction

of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

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SES AI Corporation

35 Cabot Road

Woburn, MA 01801

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (339) 298-8750

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 (see General Instruction A.2. below):

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☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act

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Title of each class

    

Trading
Symbol(s)

   

Name of each exchange

on which registered

Class A common stock, $0.0001 par value per share

 

SES

 

The New York Stock Exchange

Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share

 

SES WS

 

The New York Stock Exchange

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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  ☐

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Item 5.07         Submission of Matters to a Vote of Security Holders.

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SES AI Corporation (the “Company”) held the 2024 Annual Meeting of Stockholders on June 7, 2024 (the “Annual Meeting”), at which stockholders voted on the following three proposals. For more information on the three proposals submitted to stockholders, see the definitive proxy statement for the Annual Meeting (the “Proxy Statement”). Each holder of the Company’s Class A Common Stock was entitled to one vote per share, and each holder of the Company’s Class B Common Stock was entitled to ten (10) votes per share. The matters voted upon and the results of the combined votes of Class A Common Stock and Class B Common Stock are set forth below.

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Proposal 1 - Election of directors

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The stockholders elected the following two individuals to the Company’s board of directors (the “Board”) to serve as Class II directors until the 2027 Annual Meeting of Stockholders:

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Votes For

Votes Withheld

Broker Non-Votes

Dr. Jang Wook Choi

523,133,957

5,325,118

12,986,295

Anirvan Coomer

526,853,069

1,606,006

12,986,295

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Proposal 2 - Ratification of appointment of Grant Thornton LLP for 2024

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The stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

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Votes For

Votes Against

Votes Abstained

541,058,187

268,727

118,456

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Proposal 3 - Approval of the compensation of the Company’s named executive officers in a non-binding, advisory vote

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The stockholders approved, in a non-binding, advisory vote, the compensation paid to the Company’s named executive officers.

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Votes For

Votes Against

Votes Abstained

Broker Non-Votes

492,391,872

35,938,563

128,640

12,986,295

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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 thereunto duly authorized.

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SES AI Corporation

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Date: June 10, 2024

By:

/s/ Jing Nealis

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Name:

Jing Nealis

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Title:

Chief Financial Officer

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v3.24.1.1.u2
Document and Entity Information
Jun. 07, 2024
Document Information [Line Items]  
Entity Registrant Name SES AI CORPORATION
Amendment Flag false
Entity Central Index Key 0001819142
Document Type 8-K
Document Period End Date Jun. 07, 2024
Entity Incorporation State Country Code DE
Entity File Number 001-39845
Entity Tax Identification Number 88-0641865
Entity Address, Address Line One 35 Cabot Road
Entity Address, City or Town Woburn
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01801
City Area Code 339
Local Phone Number 298-8750
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document Information [Line Items]  
Security 12b Title Class A common stock, $0.0001 par value per share
Trading Symbol SES
Security Exchange Name NYSE
Warrant [Member]  
Document Information [Line Items]  
Security 12b Title Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol SES WS
Security Exchange Name NYSE
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