Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2023, the Board of Directors of Luminar Technologies, Inc. (the
“Company”) adopted the Executive Incentive Bonus Plan (the “Bonus Plan”). The
purpose of the Bonus Plan is to motivate and reward eligible employees of the
Company for their contributions toward achieving certain performance goals.
Employees, including executive officers, who are designated by the Compensation
& Human Capital Management Committee (the “Committee”) to participate are
eligible to receive cash bonuses under the Bonus Plan. The Committee may
establish cash bonus targets and corporate performance metrics for a specific
performance period or fiscal year pursuant to the Bonus Plan. Corporate
performance goals may be based on wide-ranging criteria and metrics described in
the plan, but awards issued to participants may also take into account other
factors, including subjective factors. Performance goals may differ from
participant to participant, performance period to performance period, and from
award to award. The Committee, as administrator of the Bonus Plan, has the
discretionary authority to interpret the provisions of the Bonus Plan, including
the payment of awards. Unless otherwise determined by the Committee, a
participant must be actively employed and in good standing on the date an award
is paid. Awards granted under the Bonus Plan are subject to applicable laws and
any clawback policy of the Company. The Committee may amend or terminate the
Bonus Plan at any time, but such termination will not affect the payment of any
awards accrued under the Bonus Plan prior to the date of termination.
The forgoing summary of the Bonus Plan is qualified in its entirety by the full
text of the Bonus Plan, a copy of which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 7, 2023, the Company held its 2023 annual meeting of stockholders (the
“Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected
two 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, 2023; (3) approved, on
an advisory (non-binding) basis, the compensation of the named executive
officers; and (4) approved an amendment to the Company’s amended and restated
certificate of incorporation to reflect Delaware law provisions allowing officer
exculpation. A total of 1,137,277,933 votes, or 90.88% of the voting power of
the shares of the Company’s common stock outstanding as of the record date of
April 10, 2023, 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. Both nominees for director were elected as Class III directors to the Company's board of directors to serve until the Company's 2026 annual meeting of stockholders or until their successors are duly elected and qualified. Nominee Votes For Votes Withheld Broker Non-Votes Austin Russell 1,009,611,649 18,093,365 109,572,919 Mary Lou Jepsen, PhD 1,001,358,986 26,346,028 109,572,919
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, 2023. The appointment of Deloitte & Touche LLP was ratified.
Votes For Votes Against Abstained
1,132,795,914 3,387,760 1,094,259
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 For Votes Against Abstained Broker Non-Votes 997,218,441 30,002,221 484,352 109,572,919
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4. Amendment of the Certificate of Incorporation. The Company’s stockholders
approved the amendment of the Company’s amended and restated certificate of
incorporation to reflect Delaware law provisions allowing officer exculpation.
The proposal received the following votes:
Votes For Votes Against Abstained Broker Non-Votes
1,000,051,327 27,247,029 406,658 109,572,919
As disclosed in the Company’s definitive proxy statement for the Annual Meeting,
the Company intends to file a Certificate of Amendment effecting the above
amendment with the Secretary of State of the State of Delaware only if the
Delaware Chancery Court’s decision in coordinated cases filed by stockholders
challenging an amendment to Fox Corp.’s and Snap Inc.’s respective charters
allowing officer exculpation is affirmed on appeal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1 Luminar Technologies, Inc. Executive Incentive Bonus Plan.
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