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  4. [8-K] Workhorse Group Inc. Reports Material Event

Workhorse (NASDAQ: WKHS) investors back directors, pay and larger incentive plan

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

Rhea-AI Filing Summary

Workhorse Group Inc. reported results of its 2026 annual stockholder meeting and approval of an updated equity incentive plan. Stockholders approved the Amended and Restated 2023 Long-Term Incentive Plan, adding 1,089,340 shares of common stock for potential equity awards.

As of the May 8, 2026 record date, there were 10,893,400 shares outstanding and entitled to vote, and 8,103,245 shares, or about 74.38%, were present or represented, providing a quorum. All seven director nominees were elected, executive compensation was approved on an advisory basis, and the appointment of Carr Riggs & Ingram, L.L.C. as independent auditors for 2026 was ratified.

Positive

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Negative

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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.
Additional incentive plan shares 1,089,340 shares Increase to 2023 Long-Term Incentive Plan pool
Shares outstanding on record date 10,893,400 shares Outstanding and entitled to vote as of May 8, 2026
Shares present or represented 8,103,245 shares Present or by proxy at the 2026 annual meeting (~74.38%)
Say on pay votes for 6,938,904 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 8,061,795 votes Ratification of Carr Riggs & Ingram, L.L.C. for fiscal 2026
Incentive plan proposal votes for 6,849,267 votes Approval of Amended and Restated 2023 Long-Term Incentive Plan
Long-Term Incentive Plan financial
"approved the Workhorse Group Inc. Amended and Restated 2023 Long-Term Incentive Plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
record date financial
"As of May 8, 2026, the record date for holders of Shares entitled to vote"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
quorum financial
"constituting a quorum under the Company’s Articles of Incorporation"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
broker non-vote financial
"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE"
say on pay financial
"Proposal No. 2 – The Say on Pay Proposal"
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
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Understanding 8-K Material Events →
0001425287falseNasdaq00014252872026-06-292026-06-29

___________________________________
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 29, 2026
___________________________________
WORKHORSE GROUP INC.
(Exact name of registrant as specified in its charter)
___________________________________
Nevada
001-37673
26-1394771
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification Number)
48443 Alpha Drive #190, Wixom, Michigan 48393
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (888) 646-5205

Not Applicable
(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:
☐
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, $0.001 par value
WKHS
The Nasdaq Capital Market

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 29, 2026, at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Workhorse Group Inc. (the “Company”), the Company’s stockholders approved the Workhorse Group Inc. Amended and Restated 2023 Long-Term Incentive Plan (the “Plan”), which among other things, increased the number of shares of the Company’s common stock, par value $0.001 per share (the “Shares”), available for issuance under the Plan by an additional 1,089,340 Shares. The Company’s Board of Directors (the “Board”) previously adopted the Plan on May 12, 2026, subject to stockholder approval. The Plan became effective upon such approval.

For a description of the Plan, see the section entitled “Proposal No. 4: Approve the Amended and Restated Workhorse Group 2023 Long-Term Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2026 (the “Proxy Statement”). The descriptions of the Plan contained herein and in the Proxy Statement are qualified in their entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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

On June 29, 2026, the Company held its Annual Meeting. As of May 8, 2026, the record date for holders of Shares entitled to vote at the Annual Meeting, there were 10,893,400 Shares outstanding and entitled to vote at the Annual Meeting. Of the Shares entitled to vote, 8,103,245, or approximately 74.38% of the Shares, were present or represented by proxy at the Annual Meeting, constituting a quorum under the Company’s Articles of Incorporation. There were four matters presented and voted on at the Annual Meeting. Set forth below is a brief description of each matter voted on at the Annual Meeting and the final voting results with respect to each such matter.

Proposal No. 1 – The Election of Director Nominees Proposal

FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
Matthew O’Leary
6,972,744
66,572
14,189
1,121,390
Scott Griffith
6,972,753
65,756
14,996
1,121,390
Pamela S. Mader
6,974,074
68,470
10,961
1,121,390
Raymond J. Chess
6,962,885
79,660
10,960
1,121,390
Alan S. Henricks
6,975,632
65,928
11,945
1,121,390
Paul Savoie
6,971,179
70,345
11,981
1,121,390
Desi Ujkashevic
6,975,733
63,148
14,624
1,121,390

The Company’s stockholders elected all seven nominees to serve as directors until the 2027 annual meeting of the stockholders of the Company, or until such directors’ successors have been duly elected or qualified, or until such directors’ earlier death, resignation, retirement, or removal.

Proposal No. 2 – The Say on Pay Proposal

FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
6,938,904
93,299
21,302
1,121,390

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.






Proposal No. 3 – the Auditor Ratification Proposal

FORAGAINSTABSTAINBROKER NON-VOTE
8,061,79586,61326,487—
The Company’s stockholders ratified the appointment of Carr Riggs & Ingram, L.L.C. as the Company’s independent auditors for the fiscal year ended December 31, 2026.

Proposal No. 4 – The Incentive Plan Proposal

FOR
AGAINST
ABSTAIN
BROKER NON-VOTE
6,849,267
186,217
18,021
1,121,390

The Company’s stockholders approved the Amended and Restated Workhorse Group Inc. 2023 Long-Term Incentive Plan, which among other things, increased the number of shares of common stock available for the grant of equity awards by an additional 1,089,340 shares.

Item 9.01. Financial Statements and Exhibits.

(a) Exhibits.

Exhibit NumberDescription
10.1
Workhorse Group Inc. Amended and Restated 2023 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on May 20, 2026).
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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 hereunto duly authorized.

WORKHORSE GROUP INC.
Date: June 30, 2026By: /s/ Scott Griffith
Name: Scott Griffith
Title: Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Workhorse Group Inc. (WKHS) announce from its 2026 annual meeting?

Workhorse reported voting results from its 2026 annual stockholder meeting. Shareholders elected all seven director nominees, approved executive compensation on an advisory basis, ratified the 2026 auditor, and approved an amended 2023 Long-Term Incentive Plan increasing the equity award share pool.

How many additional shares were added to the Workhorse (WKHS) 2023 Long-Term Incentive Plan?

Stockholders approved an increase of 1,089,340 shares of common stock under the Amended and Restated 2023 Long-Term Incentive Plan. These shares become available for future equity awards such as stock options or restricted stock, subject to the plan’s terms and board administration.

How many Workhorse (WKHS) shares were eligible and present for the 2026 annual meeting vote?

As of the May 8, 2026 record date, 10,893,400 shares were outstanding and entitled to vote. At the meeting, 8,103,245 shares, or about 74.38% of eligible shares, were present or represented by proxy, establishing a valid quorum for business.

Did Workhorse (WKHS) shareholders approve executive compensation at the 2026 meeting?

Yes. In the advisory “say on pay” vote, shareholders cast 6,938,904 votes for, 93,299 against, and 21,302 abstentions, with 1,121,390 broker non-votes. This supported the compensation of the company’s named executive officers on a non-binding basis.

Which auditor did Workhorse Group Inc. (WKHS) shareholders ratify for fiscal 2026?

Shareholders ratified Carr Riggs & Ingram, L.L.C. as independent auditors for the fiscal year ending December 31, 2026. The ratification received 8,061,795 votes for, 86,613 against, and 26,487 abstentions, with no broker non-votes reported on this proposal.

Were all Workhorse (WKHS) director nominees elected at the 2026 annual meeting?

All seven director nominees were elected to serve until the 2027 annual meeting or until successors are qualified. Each nominee, including Matthew O’Leary and Scott Griffith, received roughly 6.96–6.98 million votes for, with relatively small against and abstain totals plus broker non-votes.

Filing Exhibits & Attachments

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