Item 5.02    Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On June 9, 2022, at the 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Lucid Group, Inc. (the "Company"), the Company's stockholders approved the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan attached thereto) (the "Incentive Plan"). Under the Incentive Plan as approved by the Company's stockholders at the Annual Meeting, the number of shares available for issuance has been increased by 15,000,000 shares effective as of the date of the Annual Meeting. A more complete description of the terms of the Incentive Plan can be found in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2022 (the "Proxy Statement"), which description is incorporated by reference herein. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the Incentive Plan and are qualified by reference to the text of the Incentive Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

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

The Company held its Annual Meeting on June 9, 2022. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended. At the close of business on April 12, 2022, the record date for the Annual Meeting, there were 1,667,235,197 shares of Common Stock outstanding and entitled to vote.

At the Annual Meeting, the Company's stockholders voted on the following five proposals, each of which is described in more detail in the Proxy Statement. The number of votes cast with respect to each proposal was as indicated below:





1.  Election of Directors. The following nine nominees were elected to serve as
    directors until the Company's 2023 annual meeting of stockholders and until
    their successors are duly elected and qualified, subject to earlier
    resignation or removal, based on the following results of voting:




                                                  Votes          Broker Non-
Nominee                       Votes For          Withheld           Votes
Turqi Alnowaiser             1,149,011,471       16,797,406       172,797,405
Glenn R. August              1,158,640,930       7,167,947        172,797,405
Nancy Gioia                  1,164,173,137       1,635,740        172,797,405
Frank Lindenberg             1,154,546,580       11,262,297       172,797,405
Andrew Liveris               1,125,641,565       40,167,312       172,797,405
Nichelle Maynard-Elliott     1,163,780,084       2,028,793        172,797,405
Tony Posawatz                1,154,338,692       11,470,185       172,797,405
Peter Rawlinson              1,164,222,387       1,586,490        172,797,405
Janet S. Wong                1,164,003,867       1,805,010        172,797,405




2.  Ratification of the Selection of the Independent Registered Public Accounting
    Firm. The ratification of the selection of Grant Thornton LLP as the
    independent registered public accounting firm for the Company for the fiscal
    year ending December 31, 2022, was ratified based on the following results of
    voting:




  Votes For       Votes Against     Abstentions     Broker Non-Votes
1,333,052,235       3,619,398        1,934,649            N/A




3.  Advisory Non-Binding Vote Regarding the Company's 2021 Executive
    Compensation. The results of the advisory vote regarding the Company's 2021
    executive compensation as disclosed in the Proxy Statement were as follows:




  Votes For       Votes Against     Abstentions     Broker Non-Votes
1,150,517,587      14,011,579        1,279,711        172,797,405










4.  Advisory Non-Binding Vote Regarding the Frequency of Future Stockholder
    Advisory Votes on Executive Compensation. The results of the advisory,
    non-binding vote regarding how frequently the Company's stockholders will
    vote on the Company's executive compensation were as follows:




  One Year        Two Years     Three Years     Abstentions     Broker Non-Votes
1,145,130,222      863,359       1,815,905      17,999,391        172,797,405




5.  Approval of the Amendment of the Lucid Group, Inc. 2021 Stock Incentive Plan.
    The amendment of the Lucid Group, Inc. 2021 Stock Incentive Plan was
    approved, based on the following results of voting:




  Votes For       Votes Against     Abstentions     Broker Non-Votes
1,121,261,133      42,980,275        1,567,469        172,797,405

In light of the voting results for Proposal No. 4 as disclosed above and the Company's Board of Directors' recommendation that the Company hold an advisory non-binding vote on the compensation of the Company's named executive officers every year, the Company will hold an advisory non-binding vote on the compensation of the Company's named executive officers every year until the next required advisory non-binding vote on the frequency of the advisory non-binding vote on the compensation of the Company's named executive officers.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
Number                              Description of Exhibit
  10.1       Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan
           (including the Lucid Group, Inc. 2021 Employee Stock Purchase Plan,
           attached thereto)

104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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