STOCK TITAN

Lucid Group (NASDAQ: LCID) OKs 23.5M-share incentive plan boost

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lucid Group, Inc. reported results from its 2026 Annual Meeting of Stockholders. Shareholders approved an amended and restated 2021 Stock Incentive Plan and related employee stock purchase plan, increasing the Class A common stock available for issuance by 23,500,000 shares.

All nine director nominees were elected, with each receiving over 255 million votes for and substantial broker non-votes recorded. Stockholders also ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, stockholders approved, on an advisory basis, the 2025 compensation of named executive officers and separately approved the amendment and restatement of the 2021 Stock Incentive Plan, aligning equity and compensation programs with the updated share pool.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Plan share increase 23,500,000 shares Additional Class A common stock available under 2021 Stock Incentive Plan as of Annual Meeting
Common shares outstanding 330,144,675 shares Class A common stock outstanding and entitled to vote as of April 6, 2026
Series A preferred 100,000 shares Series A convertible preferred stock outstanding and entitled to vote at record date
Series B preferred 75,000 shares Series B convertible preferred stock outstanding and entitled to vote at record date
Preferred convertibility 53,132,446 shares Aggregate Class A common stock into which series A and B preferred are convertible
Auditor ratification votes for 300,971,935 votes Votes for ratifying KPMG LLP as independent registered public accounting firm
Say-on-pay votes for 255,952,612 votes Votes for 2025 executive compensation in advisory vote
Stock plan approval votes for 253,997,107 votes Votes for amended and restated 2021 Stock Incentive Plan
Amended and Restated 2021 Stock Incentive Plan financial
"Approval of the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan."
Employee Stock Purchase Plan financial
"including the Lucid Group, Inc. Amended and Restated 2021 Employee Stock Purchase Plan attached thereto"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
broker non-votes financial
"Votes For, Votes Withheld and Broker Non-Votes reported for each director nominee"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratification of the selection of KPMG LLP as the independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory vote financial
"Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
FALSE000181121000018112102026-06-042026-06-04

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 4, 2026
Lucid Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-39408
85-0891392
(State or other jurisdiction of
incorporation or organization)
(Commission File
Number)
(I.R.S. Employer Identification No.)
7373 Gateway Boulevard
Newark, CA

94560
(Address of Principal Executive Offices)
(Zip Code)
Registrants telephone number, including area code: (510) 648-3553
(Former name or former address, if changed since last report.)
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
Class A Common Stock, $0.0001 par value per share
LCID
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2026, at the 2026 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. Amended and Restated 2021 Employee Stock Purchase Plan attached thereto) (the “Plan”). Under the Plan as approved by the Company’s stockholders at the Annual Meeting, the number of shares of Class A common stock (the “Common Stock”) available for issuance has been increased by 23,500,000 shares effective as of the date of the Annual Meeting. A summary of the material terms of the Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 23, 2026 (the “Proxy Statement”), which summary is incorporated by reference herein. The foregoing and the summary in the Proxy Statement are qualified in their entirety by reference to the full text of the Plan, a copy of which was previously filed as Annex A to the Proxy Statement and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Securities Holders.
The Company held its Annual Meeting on June 4, 2026. 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 6, 2026, the record date for the Annual Meeting, there were 330,144,675 shares of Common Stock outstanding and entitled to vote, and 100,000 shares of series A convertible preferred stock and 75,000 shares of series B convertible preferred stock outstanding and entitled to vote, which are convertible, in the aggregate, into 53,132,446 shares of Common Stock.
At the Annual Meeting, the Company’s stockholders voted on the following four 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 2027 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:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Turqi Alnowaiser
255,206,437
6,409,224
42,419,586
Douglas Grimm
260,283,817
1,331,844
42,419,586
Sachin Kansal
260,382,491
1,233,170
42,419,586
Lisa M. Lambert
260,264,427
1,351,234
42,419,586
Andrew Liveris
259,931,381
1,684,280
42,419,586
Nichelle Maynard-Elliott
259,647,419
1,968,242
42,419,586
Silvio Napoli
260,168,978
1,446,683
42,419,586
Chabi Nouri
259,828,130
1,787,531
42,419,586
Ori Winitzer
260,142,676
1,472,985
42,419,586
2.Ratification of the Selection of the Independent Registered Public Accounting Firm. The ratification of the selection of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026, was ratified based on the following results of voting:
Votes For
Votes Against
Abstentions
Broker Non-Votes
300,971,935
1,906,185
1,157,127
N/A
3.Approval, on an Advisory Basis, of the Compensation of Our Named Executive Officers. The results of the advisory vote regarding the Company’s 2025 executive compensation as disclosed in the Proxy Statement were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
255,952,612
5,411,173
251,876
42,419,586



4.Approval of the Amendment and Restatement of the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan. The amendment and restatement of the Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan was approved, based on the following results of voting:
Votes For
Votes Against
Abstentions
Broker Non-Votes
253,997,107
7,435,259
183,295
42,419,586
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
10.1
Lucid Group, Inc. Amended and Restated 2021 Stock Incentive Plan (including the Lucid Group, Inc. Amended and Restated 2021 Employee Stock Purchase Plan, attached thereto) (previously filed as Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on April 23, 2026 and incorporated herein by reference).
104
Cover Page Interactive Data File (embedded within the inline XBRL document)



SIGNATURE
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 hereunto duly authorized.
Dated: June 5, 2026
Lucid Group, Inc.
By:
/s/ Taoufiq Boussaid
Taoufiq Boussaid
Chief Financial Officer

FAQ

What did Lucid Group (LCID) shareholders approve regarding the 2021 Stock Incentive Plan?

Shareholders approved an amendment and restatement of Lucid’s 2021 Stock Incentive Plan, increasing Class A common stock available for issuance by 23,500,000 shares. This change became effective as of the June 4, 2026 Annual Meeting date.

How many Lucid Group (LCID) shares were entitled to vote at the 2026 Annual Meeting?

At the April 6, 2026 record date, 330,144,675 shares of Class A common stock were outstanding and entitled to vote, along with 100,000 series A and 75,000 series B preferred shares, convertible in total into 53,132,446 common shares.

Which directors were elected at Lucid Group’s (LCID) 2026 Annual Meeting?

Nine nominees were elected: Turqi Alnowaiser, Douglas Grimm, Sachin Kansal, Lisa M. Lambert, Andrew Liveris, Nichelle Maynard-Elliott, Silvio Napoli, Chabi Nouri, and Ori Winitzer. Each will serve until the 2027 Annual Meeting, subject to earlier resignation or removal.

Did Lucid Group (LCID) shareholders ratify KPMG as auditor for 2026?

Yes. Stockholders ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 300,971,935 votes for, 1,906,185 votes against, and 1,157,127 abstentions reported in the vote tally.

How did Lucid Group (LCID) shareholders vote on 2025 executive compensation?

In the advisory vote on 2025 executive compensation, shareholders cast 255,952,612 votes for, 5,411,173 votes against, and 251,876 abstentions, with 42,419,586 broker non-votes. This reflects approval of compensation as disclosed in the definitive proxy statement.

What were the vote results for Lucid Group’s (LCID) amended stock incentive plan?

The amended and restated 2021 Stock Incentive Plan received 253,997,107 votes for, 7,435,259 votes against, and 183,295 abstentions, plus 42,419,586 broker non-votes. This approval formalized the expanded share pool for equity and employee stock purchase programs.

Filing Exhibits & Attachments

3 documents