Item 5.07 - Submission of Matters to a Vote of Security Holders.
On June 6, 2022, Rivian Automotive, Inc. (the "Company") held its Annual Meeting
of Stockholders. Holders of the Company's Class A common stock were entitled to
one vote per share held as of the close of business on April 11, 2022 (the
"Record Date") and holders of the Company's Class B common stock were entitled
to ten votes per share held as of the Record Date. A total of 700,121,231 shares
of the Company's Class A common stock and 7,825,000 shares of the Company's
Class B common stock were presented in person or represented by proxy at the
meeting, representing approximately 80.15% of the combined voting power of the
Company's Class A and Class B common stock as of the Record Date. The following
are the voting results for the proposals considered and voted upon at the
meeting, each of which were described in the Company's Definitive Proxy
Statement filed with the Securities and Exchange Commission on April 27, 2022.
Item 1 - Election of three Class I directors for a term of office expiring on
the date of the annual meeting of stockholders in 2025 and until their
respective successors have been duly elected and qualified.
Votes FOR Votes WITHHELD Broker Non-Votes
Robert J. Scaringe 697,589,028 23,199,571 57,582,632
Peter Krawiec 697,090,292 23,698,307 57,582,632
Sanford Schwartz 696,022,041 24,766,558 57,582,632
Item 2 - Ratification of the appointment of KPMG LLP as the Company's
independent registered public accounting firm for the fiscal year ending
December 31, 2022.
Votes FOR Votes AGAINST Votes ABSTAINED
776,894,769 951,622 524,840
Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of
the Company's named executive officers.
Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
684,143,576 34,041,466 2,603,557 57,582,632
Item 4 - Approval, on an advisory (non-binding) basis, of the frequency of
future advisory votes on the compensation of the Company's named executive
officers.
Votes for 1 Year Votes for 2 Years Votes for 3 Years Votes ABSTAINED Broker Non-Votes
719,798,404 217,959 378,800 393,436 57,582,632
Based on the foregoing votes, Robert J. Scaringe, Peter Krawiec and Sanford
Schwartz were elected, Items 2 and 3 were approved and the Company's
stockholders recommended that future stockholder advisory votes on the
compensation of the Company's named executive officers be held every year. Based
on the foregoing voting results and consistent with the recommendation of the
Board of Directors of the Company (the "Board"), the Board has determined to
hold an advisory vote on the compensation of the Company's named executive
officers every year until the next advisory vote regarding the frequency of
future advisory votes on the compensation of the Company's named executive
officers is submitted to the Company's stockholders or the Board otherwise
determines that a different frequency for such advisory votes is in the best
interests of the stockholders.
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