[8-K] Aeva Technologies, Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

Aeva Technologies held its 2025 Annual Meeting of Stockholders on June 20, 2025, where shareholders voted on three key proposals:

• Election of Class I Directors: Stefan Sommer, Ph.D. received 19,004,080 votes in favor and Katherine Motlagh received 22,476,419 votes in favor, both securing their positions until 2028
• Ratification of Deloitte & Touche LLP as independent auditor was approved with 33,097,715 votes in favor (98.9% approval)
• Non-binding advisory vote on executive compensation passed with 21,195,938 votes in favor (93.2% of votes cast, excluding abstentions)

The strong approval rates for all proposals indicate solid shareholder support for the company's governance decisions. Notably, Katherine Motlagh received significantly stronger shareholder support than Stefan Sommer, with only 252,505 withhold votes compared to Sommer's 3,724,844.

Positive

• Strong shareholder support for executive compensation with 21.2M votes (93%) in favor vs 1.4M against
• High approval rate for Katherine Motlagh as Class I director with 22.5M votes (98.9%) in favor
• Near-unanimous approval (99.3%) for Deloitte & Touche LLP as independent auditor with 33.1M votes in favor

Negative

• Significant opposition to Stefan Sommer as Class I director with 3.7M votes (16.4%) withheld
• Notable broker non-vote count of 10.6M shares (31.8% of total eligible votes) indicating substantial retail investor non-participation
• Relatively high abstention rate on auditor appointment (158,007 votes) may indicate some governance concerns

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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 20, 2025

Aeva Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-39204		84-3080757
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

555 Ellis Street

Mountain View, California 94043

(650) 481-7070

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

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):

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par value per share		AEVA		The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock		AEVA.WS		The Nasdaq Stock Market LLC

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. ☐

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

(a) (b) On June 20, 2025, Aeva Technologies, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders. At the meeting, the Company’s stockholders voted on the following proposals:

1. Elect the Class I directors named in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 30, 2025 (the “Proxy Statement”) to hold office until the 2028 annual meeting of stockholders and until their respective successors have been duly elected and qualified;

2. Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

3. Approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

For more information about the foregoing proposals, see the Proxy Statement. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:

Proposal 1 - Election of the Class I nominees named in the Proxy Statement to the Company’s Board of Directors:

NOMINEE		FOR		WITHHOLD		BROKER NON-VOTE
Stefan Sommer, Ph.D.		19,004,080		3,724,844		10,604,708
Katherine Motlagh		22,476,419		252,505		10,604,708

Proposal 2 - Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2025:

FOR		AGAINST		ABSTAIN
33,097,715		77,910		158,007

Proposal 3 - Advisory vote to approve the compensation of the Company’s named executive officers:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
21,195,938		1,381,401		151,585		10,604,708

SIGNATURES

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.

						Aeva Technologies, Inc.
Date: June 24, 2025				By:		/s/ Saurabh Sinha
						Saurabh Sinha Chief Financial Officer

FAQ

What were the voting results for AEVAW's Class I director elections in June 2025?

In the June 20, 2025 annual meeting, two Class I directors were elected: Stefan Sommer, Ph.D. received 19,004,080 'FOR' votes and 3,724,844 'WITHHOLD' votes, while Katherine Motlagh received 22,476,419 'FOR' votes and 252,505 'WITHHOLD' votes. Both elections had 10,604,708 broker non-votes.

Did AEVAW shareholders approve the appointment of Deloitte & Touche LLP as auditors for 2025?

Yes, shareholders strongly approved Deloitte & Touche LLP as AEVAW's independent registered public accounting firm for fiscal year 2025, with 33,097,715 votes 'FOR', 77,910 votes 'AGAINST', and 158,007 'ABSTAIN' votes.

How did AEVAW shareholders vote on executive compensation in the 2025 annual meeting?

In the non-binding advisory vote on executive compensation, shareholders voted in favor with 21,195,938 'FOR' votes, compared to 1,381,401 'AGAINST' votes and 151,585 abstentions. There were 10,604,708 broker non-votes.

When did AEVAW hold its 2025 Annual Meeting of Stockholders?

Aeva Technologies, Inc. (AEVAW) held its 2025 Annual Meeting of Stockholders on June 20, 2025, where shareholders voted on director elections, auditor appointment, and executive compensation.