[8-K] Xos, Inc. Reports Material Event

Rhea-AI Filing Summary

Overview: On 24–27 June 2025, Xos, Inc. (Nasdaq: XOS) filed a Form 8-K disclosing (i) new Executive Employment Agreements for Chief Executive Officer Dakota Semler and Chief Operating Officer Giordano Sordoni and (ii) the certified voting results of the 2025 annual meeting of stockholders.

Executive contracts: The agreements largely maintain existing compensation—annual base salary of US$450,000 and a short-term incentive target equal to 100 % of salary—while formalising severance protections. If terminated without cause, for good reason, or around a change-in-control, each executive will receive 12 months of base salary, the higher of (a) the two-year average STIP bonus or (b) the current 100 % target bonus, a prorated bonus for the year of termination, up to twelve months of health-care premiums, and immediate vesting of all unvested equity awards at the 100 % performance level. Death or disability triggers prorated bonuses and an additional 12-month vesting period. The filing clarifies that temporary salary reductions taken in late 2024 do not affect benefit calculations.

Annual meeting results: A quorum of 60.85 % of outstanding shares (5,055,943 of 8,307,823) voted virtually or by proxy. Both Class I directors—Ed Rapp and Michael Richardson—were re-elected with roughly 95 % support. Grant Thornton LLP was ratified as auditor for fiscal 2025 (4,765,757 for vs. 28,398 against). Shareholders also approved a 3.1 million-share increase to the 2021 Equity Incentive Plan (3,315,487 for vs. 337,578 against).

Investor takeaways: The contracts provide leadership stability but increase potential cash severance and share-based dilution if a change-in-control occurs. The enlarged equity pool gives management greater flexibility to recruit and retain talent, yet could modestly dilute existing holders. No earnings, guidance, or operational updates were furnished in this filing.

Positive

• Leadership stability secured through formal multi-year employment agreements for the CEO and COO.
• Strong shareholder endorsement as directors, auditor and equity plan amendment each received clear majority approval.

Negative

• Potential dilution from the 3.1 million additional shares reserved under the 2021 Equity Incentive Plan.
• Generous severance provisions (full bonus, 12-month salary, accelerated vesting) could increase cash outflow and equity overhang in a change-in-control event.

Insights

Corporate Governance Expert

TL;DR: Governance framework steady; shareholder backing strong; limited immediate valuation impact.

The re-election of both directors with ~95 % support and the ratification of Grant Thornton underscore continued shareholder confidence in Xos’s board oversight and audit quality. Codifying CEO and COO contracts reduces key-person risk, particularly given the company’s early-stage commercialisation of electric truck platforms. However, the acceleration of all unvested equity upon certain terminations embeds a sizeable ‘single-trigger’ cost that could complicate future M&A negotiations. Approval of an additional 3.1 million shares (≈37 % of current outstanding) for the equity plan materially enlarges the incentive pool, yet shareholder approval suggests appetite for equity-based pay to conserve cash. Overall governance signals are neutral to slightly positive.

Compensation & Benefits Analyst

TL;DR: Agreements lock in competitive packages but raise severance and dilution risk.

The base salary (US$450k) and 100 % bonus target align with peers of similar market capitalisation, keeping direct pay in check. The generous severance—12-month salary plus full bonus target and accelerated vesting—exceeds typical small-cap practice (commonly 6-9 months and partial vesting) and effectively doubles equity expense on a change-in-control. Health-care continuation for up to a year is standard. The new 3.1 million-share reserve equates to nearly 60 % of the 5.1 million shares that voted, potentially diluting investors if fully issued. From a compensation-governance standpoint, the package is defensible for retention but skews toward executives in downside scenarios, leaving overall impact neutral at present yet with a negative bias if dilution materialises.

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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 24, 2025

XOS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39598

98-1550505

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3550 Tyburn Street Los Angeles, California						90065
(Address of principal executive offices)						(Zip Code)

(818) 316-1890
(Registrant’s telephone number, including area code)

(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 obligations 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, $0.0001 par value per share

XOS

Nasdaq Capital Market

Warrants, every thirty warrants exercisable for one share of Common Stock at an exercise price of $345.00 per share

XOSWW

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.

(e)    On June 26, 2025, Xos Fleet, Inc., a wholly owned subsidiary of Xos, Inc. (together with Xos Fleet, Inc. and its other consolidated subsidiaries, the “Company”), entered into Executive Employment Agreements (the "Employment Agreements") with Dakota Semler, the Company's Chief Executive Officer, and Giordano Sordoni, the Company's Chief Operating Officer (together, the "Executive Employees"). The Employment Agreements supersede and replace, as applicable: (i) the offer letter between Dakota Semler and Xos Fleet, Inc. (f/k/a Thor Trucks Inc.), dated September 6, 2016; and (ii) the offer letter between Giordano Sordoni and Xos Fleet, Inc. (f/k/a Thor Trucks Inc.), dated September 7, 2016.

Other than certain compensation in connection with a qualifying termination as described below, the Employment Agreements generally provide for the same terms of employment as the Executive Employees were subject to immeditely prior to entering such Employment Agreements, including without limitation: annualized base salaries of $450,000; an annual short-term incentive compensation plan with target amounts equal to 100% of base salary; equity awards at the discretion of the board; and certain other benefits and perquisites.

In the event an Executive Employee's employment is terminated for any reason, the Executive Employee shall be paid all accrued but unpaid base salary and accumulated but unused paid time off, and reimbursement for any business expenses incurred by the Executive Employee and not yet reimbursed as of the date of termination (collectively, the "Accrued Payments").

In addition to the Accrued Payments, in the event an Executive Employee's employment is terminated by the Company without Cause (as defined in the Employment Agreements) or by the Executive Employee either with Good Reason (as defined in the Employment Agreements) or within six months prior to, or twenty-four months after, a Change in Control or Corporate Transaction (as such terms are defined in the Company's 2021 Equity Incentive Plan, as amended (the "2021 Plan")), then, subject to conditions including the Executive Employee's compliance with his Employment Agreement and entry into a release and waiver, the Company shall provide the terminated Executive Employee with the following severance benefits:

(1)    Cash severance payments equal to (i) twelve (12) months of base salary plus (ii) the greater of (A) the average short term incentive plan ("STIP") bonus earned by the Executive Employee in the two prior years and (B) 100% of the target annual STIP bonus for the current fiscal year;

(2)    Payment of a severance amount in lieu of any target performance bonus of no less than 100% of base salary (the "Target Bonus") equal to the Target Bonus the Executive Employee would have earned had they achieved all objective and subjective performance conditions for the year in which their employment was terminated (or, if no Target Bonus was established for that year, then the Target Bonus for the last performance year during which the Executive Employee had a Target Bonus), prorated for the portion of the year that the Executive Employee remained employed (the "Pro-Rata Bonus Amount");

(3)    Payment of the Executive Employee's health care insurance premiums for six months for an individual plan purchased by the Executive Employee, or up to twelve months if the Executive Employee elects continuation coverage under COBRA; and

(4)    All of the Executive Employee's unvested equity awards (the "Awards") under the 2021 Plan will accelerate and vest, and any Performance Awards (as defined in the 2021 Plan) that have multiple vesting levels depending on the level of performance will accelerate at 100% of the target level.

In the event an Executive Employee's employment is terminated due to the Executive Employee's death or Disability (as defined in the Employment Agreements), the Executive Employee (or his estate) will receive the Accrued Payments and the Pro-Rata Bonus Amount, and all such Executive Employee's Awards under the 2021 Plan shall continue to vest for a period of twelve months following the date of such termination.

The Employment Agreements also clarify that the temporary reductions in salary accepted by Messrs. Semler and Sordoni effective October 28, 2024, as adjusted by the Compensation Committee of the Company's board of directors on May 9, 2025, only reduce the actual monthly salaries to be paid to such Executive Employees and have no effect on the rate of base salary used to calculate any other benefits, including without limitation the amounts of target bonuses and the amounts of any payments due upon termination of employment.

Copies of the Employment Agreements between the Company and each of Messrs. Semler and Sordoni are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing description of the Employment Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each Employment Agreement.

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

On June 24, 2025, Xos, Inc., (the “Company”) virtually held its 2025 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting virtually or by proxy were the holders of 5,055,943 shares of common stock of the Company, representing 60.85% of the 8,307,823 shares of common stock outstanding as of the close of business on April 25, 2025, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.

At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 12, 2025. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.

1.    To elect two Class I directors to hold office until the Company’s 2028 Annual Meeting of stockholders. The votes regarding the election of the director nominees were as follows:

Name						Votes For						Votes Withheld						Broker Non-Votes
Ed Rapp						3,489,533						170,529						1,395,881
Michael Richardson						3,499,197						160,865						1,395,881

Based on the votes set forth above, the director nominees were duly elected.

2.    To ratify the appointment of Grant Thornton LLP as the Company’s independent auditors for the fiscal year 2025. The votes regarding the ratification of such appointment were as follows:

For						Against						Abstentions						Broker Non-Votes
4,765,757						28,398						261,788						—

Based on the votes set forth above, the appointment of Grant Thornton LLP as the Company’s independent auditors for the year ending December 31, 2025 was duly ratified.

3.    To approve the 2025 Amendment to the Xos, Inc. Amended and Restated 2021 Equity Incentive Plan to increase the aggregate number of shares of the Company’s common stock reserved for issuance under the 2021 Equity Incentive Plan by 3,100,000 shares. The votes regarding the 2025 Amendment were as follows:

For						Against						Abstentions						Broker Non-Votes
3,315,487						337,578						6,997						1,395,881

Based on the votes set forth above, the stockholders approved the 2025 Amendment to the Xos, Inc. Amended and Restated 2021 Equity Incentive Plan.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.						Description
10.1						Executive Employment Agreement between Xos Fleet, Inc. and Dakota Semler, dated as of June 26, 2025.
10.2						Executive Employment Agreement between Xos Fleet, Inc. and Giordano Sordoni, dated as of June 26, 2025.
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 27, 2025

			XOS, INC.
			By:			/s/ Dakota Semler
						Dakota Semler
						Chief Executive Officer

FAQ

What compensation terms were set in the new XOS executive employment agreements?

Each executive will receive a US$450,000 base salary, an annual bonus target equal to 100 % of salary, and discretionary equity grants.

How much severance will the XOS CEO or COO receive if terminated without cause?

They are entitled to 12 months of base salary, the higher of recent-average or 100 % target bonus, prorated current-year bonus, up to 12 months of health-care premiums, and full vesting of equity.

Did XOS shareholders approve increasing the equity incentive pool?

Yes. 3,315,487 votes FOR versus 337,578 against approved adding 3.1 million shares to the 2021 Equity Incentive Plan.

Who was re-elected to the XOS board at the 2025 annual meeting?

Class I directors Ed Rapp and Michael Richardson were re-elected for terms expiring in 2028.

What percentage of outstanding XOS shares formed the quorum?

60.85 % of the company’s outstanding 8,307,823 shares were present virtually or by proxy.