Gogoro Announces Results of Annual General Meeting of Shareholders

Rhea-AI Summary

Gogoro (Nasdaq: GGR) held its 2025 Annual General Meeting on May 28, where shareholders approved several key resolutions. The most significant resolution authorizes the Board of Directors to implement a potential share consolidation (reverse stock split) with a maximum ratio of 100:1. The Board has flexibility to determine the exact consolidation ratio and timing within one year of the AGM. Shareholders approved waiving rights to fractional shares from the consolidation, which will be cancelled and returned to the authorized but unissued share pool. The meeting also granted authority to adjourn if needed to gather more proxies, and empowered directors and officers to take necessary actions to implement these resolutions.

Positive

• Board gains flexibility to implement share consolidation strategy to potentially improve stock price and marketability
• Shareholders show support for management's capital restructuring plans by approving all resolutions

Negative

• Potential reverse stock split up to 100:1 ratio could signal concerns about low share price
• Shareholders will lose fractional shares in the consolidation process

Insights

Corporate Governance Analyst

Gogoro shareholders approved potential reverse stock split of up to 100:1, signaling possible financial restructuring ahead.

Gogoro's Annual General Meeting has yielded a significant development with shareholders approving the Board's authority to implement a share consolidation (reverse stock split) at a ratio of up to 100:1 within the next year. The Board has been granted complete discretion over both the exact ratio and timing.

This type of corporate action typically serves several strategic purposes. A reverse split of this magnitude (potentially as high as 100:1) often indicates a company is addressing compliance issues with exchange listing requirements related to minimum share price thresholds. Nasdaq, where Gogoro is listed, requires stocks to maintain a minimum bid price of $1.00 - companies falling below this threshold risk delisting if they cannot regain compliance.

The approval of such a substantial potential consolidation ratio suggests Gogoro may be experiencing significant share price pressure. While the company hasn't explicitly stated its motivations, reverse splits of this magnitude are generally implemented when share prices have declined substantially. The flexibility granted to the Board - allowing any ratio up to 100:1 - indicates they're preparing for various scenarios depending on market conditions.

Investors should understand that while a reverse split mathematically increases the share price, it doesn't fundamentally change the company's market capitalization or underlying business performance. However, it can affect market perception, liquidity, and potentially signal management's concern about current market valuation.

TAIPEI, June 2, 2025 /PRNewswire/ -- Gogoro Inc. ("Gogoro," "the Company" or "We") (Nasdaq: GGR), a global technology leader in battery swapping ecosystems that enable sustainable mobility solutions for cities, today announced that it held its Annual General Meeting of Shareholders ("2025 AGM") on May 28, 2025. Each of the resolutions submitted to the shareholders for approval at the 2025 AGM has been approved.

Specifically, the shareholders of the Company passed and approved by ordinary resolutions that:

1. the Board of Directors of the Company be authorized to consolidate the authorized share capital of the Company, comprising both issued and unissued ordinary shares of a nominal or par value of US$0.0001 each, at a ratio ranging from no consolidation to a maximum consolidation ratio of 100:1 (the "Share Consolidation"), with the exact ratio within that range and the exact date to effect the Share Consolidation to be determined by the Board of Directors of the Company, at its discretion, within one year of the date of the AGM and the shareholders hereby waive their rights to any fraction of a share resulting from the Share Consolidation, and authorize such fractions to be cancelled and returned to the pool of authorized but unissued ordinary shares in the capital of the Company;
   
   
2. the adjournment of the AGM by the chairman of the AGM, if necessary, to solicit additional proxies if there are insufficient votes at the time of the AGM to approve any of the resolutions to be considered and passed at the AGM be approved; and
   
   
3. each of the directors and officers of the Company be authorized to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit, including causing the Company's register of members to be updated and all necessary filings to be made with the Registrar of Companies in the Cayman Islands.

About Gogoro

Founded in 2011 to rethink urban energy and inspire the world to move through cities in smarter and more sustainable ways, Gogoro leverages the power of innovation to change the way urban energy is distributed and consumed. Recognized by Fortune as a "Change the World 2024" company; Fast Company as "Asia-Pacific's Most Innovative Company of 2024"; Frost & Sullivan as the "2024 Global Company of the Year for battery swapping for electric two-wheel vehicles"; and, MIT Technology Review as one of "15 Climate Tech Companies to Watch" in 2024, Gogoro's battery swapping and vehicle platforms offer a smart, proven, and sustainable long-term ecosystem for delivering a new approach to urban mobility. Gogoro has quickly become an innovation leader in vehicle design and electric propulsion, smart battery design, battery swapping, and advanced cloud services that utilize artificial intelligence to manage battery charging and availability. The challenge is massive, but the opportunity to disrupt the status quo, establish new standards, and achieve new levels of sustainable transportation growth in densely populated cities is even greater. For more information, visit www.gogoro.com/news and follow Gogoro on Twitter: @wearegogoro.

 

View original content to download multimedia:https://www.prnewswire.com/news-releases/gogoro-announces-results-of-annual-general-meeting-of-shareholders-302470550.html

SOURCE Gogoro

FAQ

What was approved at Gogoro's (GGR) 2025 Annual General Meeting?

Shareholders approved a potential share consolidation with a maximum ratio of 100:1, the ability to adjourn the meeting if needed, and authorization for directors to implement these resolutions.

What is the maximum share consolidation ratio approved for Gogoro stock (GGR)?

The maximum approved share consolidation ratio is 100:1, though the exact ratio will be determined by the Board within this range.

When will Gogoro (GGR) implement its share consolidation?

The Board has flexibility to implement the share consolidation within one year of the May 28, 2025 AGM, with the exact date to be determined.

What happens to fractional shares in Gogoro's (GGR) share consolidation?

Fractional shares resulting from the consolidation will be cancelled and returned to the pool of authorized but unissued ordinary shares.

Why is Gogoro (GGR) considering a share consolidation?

While not explicitly stated, share consolidations are typically implemented to improve stock marketability and price levels, particularly when share prices are considered too low.