Xos holders back directors, equity plan and issuance

Xos, Inc. reported the results of its 2026 annual stockholder meeting, where 6,338,211 shares were represented, or 52.57% of the 12,056,211 shares outstanding as of April 24, 2026.

Rhea-AI Filing Summary

Xos, Inc. reported the results of its 2026 annual stockholder meeting, where 6,338,211 shares were represented, or 52.57% of the 12,056,211 shares outstanding as of April 24, 2026. Stockholders elected three Class II directors to serve until the 2029 annual meeting and ratified Grant Thornton LLP as independent auditors for 2026.

They approved an amendment to the 2021 Equity Incentive Plan to increase the share reserve by 3,740,000 shares and supported 2025 executive compensation on a non-binding advisory basis. Stockholders also advised holding future say-on-pay votes every three years.

In addition, stockholders approved the potential issuance of 20% or more of the company’s common stock, possibly below the Nasdaq Minimum Price, to holders of certain Convertible Promissory Notes, and approved any related change of control that may be deemed to occur.

Positive

• None.

Negative

• Significant potential dilution approved: Stockholders authorized the potential issuance of at least 20% of outstanding common stock, possibly below the Nasdaq Minimum Price, to holders of certain Convertible Promissory Notes, and approved any related change of control, creating room for substantial future dilution depending on usage.

Insights

Equity & capital structure analyst

Xos gained stockholder approval for significant equity issuance flexibility and added incentive plan capacity.

Xos received stockholder authorization to potentially issue at least 20% of its outstanding common stock, at prices that may be below the Nasdaq Minimum Price, to holders of certain Convertible Promissory Notes. Any change of control deemed to occur from such issuance was also approved.

Separately, the 2021 Equity Incentive Plan share reserve was increased by 3,740,000 shares, expanding capacity for stock-based compensation. These approvals create room for meaningful dilution relative to the 12,056,211 shares outstanding as of April 24, 2026. Actual impact will depend on how much of the authorized issuance is ultimately utilized.

8-K Event Classification

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

1 item

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.

Key Figures

Shares represented at meeting: 6,338,211 shares Shares outstanding record date: 12,056,211 shares Quorum percentage: 52.57% +5 more

8 metrics

Shares represented at meeting 6,338,211 shares Present or by proxy at 2026 annual meeting

Shares outstanding record date 12,056,211 shares Common stock outstanding as of April 24, 2026

Quorum percentage 52.57% Portion of outstanding shares represented at meeting

Equity plan increase 3,740,000 shares Additional shares reserved under 2021 Equity Incentive Plan

Auditor ratification votes for 5,895,733 votes For ratifying Grant Thornton LLP as 2026 auditors

Say-on-pay votes for 3,889,635 votes For 2025 executive compensation advisory resolution

Potential issuance approval votes for 3,978,716 votes For authorizing 20%+ issuance tied to Convertible Promissory Notes

Preferred say-on-pay frequency 2,987,140 votes for 3 years Frequency of future advisory compensation votes

Key Terms

Nasdaq Minimum Price, Convertible Promissory Notes, broker non-votes, non-binding advisory basis, +2 more

6 terms

Nasdaq Minimum Price financial

"at prices that may be less than the Nasdaq Minimum Price to the holder or holders of certain Convertible Promissory Notes"

A Nasdaq minimum price is the lowest share price a company must maintain to meet listing rules on the Nasdaq stock market, similar to a height requirement that determines whether someone can stay on a ride. If a stock falls below that threshold for a sustained period, the company can be warned or removed from the exchange, which can reduce investor liquidity, increase trading costs and signal potential financial trouble.

Convertible Promissory Notes financial

"to the holder or holders of certain Convertible Promissory Notes and to approve any change of control"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

broker non-votes financial

"including the number of votes cast for or against each matter and, if applicable, the number of abstentions and broker non-votes"

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.

non-binding advisory basis financial

"To approve, on a non-binding advisory basis, the fiscal year 2025 compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Equity Incentive Plan financial

"2026 Amendment to the Xos, Inc. Amended and Restated 2021 Equity Incentive Plan, as amended"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

change of control financial

"and to approve any change of control that may be deemed to occur in connection with such issuance"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did XOS stockholders approve at the 2026 annual meeting?

Stockholders approved all six proposals, including electing three Class II directors, ratifying Grant Thornton LLP as 2026 auditors, expanding the 2021 Equity Incentive Plan by 3,740,000 shares, say-on-pay items, and authorizing a potentially sizable equity issuance tied to Convertible Promissory Notes.

How many XOS shares were represented at the 2026 annual meeting?

Holders of 6,338,211 Xos common shares were present virtually or by proxy, representing 52.57% of the 12,056,211 shares outstanding as of April 24, 2026. This level of participation constituted a quorum for conducting the annual meeting’s business and voting on all proposals.

What change was made to the XOS 2021 Equity Incentive Plan?

Stockholders approved the 2026 Amendment to the Xos Amended and Restated 2021 Equity Incentive Plan, increasing the aggregate number of shares reserved for issuance by 3,740,000 shares. This expansion provides additional capacity for future equity awards to employees, directors, and other eligible service providers.

How did XOS stockholders vote on executive compensation matters?

On a non-binding advisory basis, stockholders supported 2025 executive compensation with 3,889,635 votes for, 356,562 against, and 14,781 abstentions. They also advised holding future advisory votes on executive compensation every three years, with the three-year option receiving 2,987,140 votes, more than other frequency choices.

What did XOS approve regarding potential issuance tied to Convertible Promissory Notes?

Stockholders approved a potential issuance of 20% or more of issued and outstanding common stock, at prices that may be less than the Nasdaq Minimum Price, to holders of certain Convertible Promissory Notes, and approved any change of control deemed to occur, with 3,978,716 votes for and 274,630 against.

Which directors were elected to the XOS board at the 2026 meeting?

Three Class II directors were elected to serve until the 2029 annual meeting: George N. Mattson, Giordano Sordoni, and Alice Yake. Each received a majority of votes cast, with broker non-votes recorded but not affecting the outcome of these director elections.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/25/2026 - 04:44 PM EDT Learn about SEC filing dates

0001819493false00018194932026-06-232026-06-230001819493xos:CommonStockParValue0.0001PerShareMember2026-06-232026-06-230001819493xos:WarrantsEveryThirtyWarrantsExercisableForOneShareOfCommonStockAtExercisePriceOf345.00PerShareMember2026-06-232026-06-23

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 23, 2026

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

On June 23, 2026, Xos, Inc., (the “Company”) virtually held its 2026 annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting virtually or by proxy were the holders of 6,338,211 shares of common stock of the Company, representing 52.57% of the 12,056,211 shares of common stock outstanding as of the close of business on April 24, 2026, 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 six 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 4, 2026. 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 three Class II directors to hold office until the Company’s 2029 Annual Meeting of stockholders. The votes regarding the election of the director nominees were as follows:

Name		Votes For		Votes Withheld		Broker Non-Votes
GEORGE N. MATTSON		3,697,336		563,642		2,077,233
GIORDANO SORDONI		4,076,755		184,223		2,077,233
ALICE YAKE		3,990,287		269,880		2,077,233

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 2026. The votes regarding the ratification of such appointment were as follows:

For		Against		Abstentions		Broker Non-Votes
5,895,733		388,734		53,744		—

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, 2026 was duly ratified.

3. To approve the 2026 Amendment to the Xos, Inc. Amended and Restated 2021 Equity Incentive Plan, as amended, to increase the aggregate number of shares of the Company’s common stock reserved for issuance under the 2021 Equity Incentive Plan by 3,740,000 shares. The votes regarding the 2026 Amendment were as follows:

For		Against		Abstentions		Broker Non-Votes
3,617,316		634,074		9,588		2,077,233

Based on the votes set forth above, the stockholders approved the 2026 Amendment to the Xos, Inc. Amended and Restated 2021 Equity Incentive Plan.

4. To approve, on a non-binding advisory basis, the fiscal year 2025 compensation of the Company’s named executive officers. The votes regarding the 2025 compensation of the Company’s named executive officers were as follows:

For		Against		Abstentions		Broker Non-Votes
3,889,635		356,562		14,781		2,077,233

Based on the votes set forth above, the stockholders advised that they were in favor of the 2025 compensation of the Company’s named executive officers.

5. To approve, on a non-binding advisory basis, the frequency of future advisory votes on the Company’s executive compensation. The votes regarding the frequency of future advisory votes on the Company’s executive compensation were as follows:

1 Year		2 Years		3 Years		Abstentions
1,111,220		36,714		2,987,140		125,904

Based on the votes set forth above, the stockholders advised that they were in favor of holding future advisory votes on the Company’s executive compensation every three years.

6. To approve the potential issuance of 20% or more of our issued and outstanding common stock at prices that may be less than the Nasdaq Minimum Price to the holder or holders of certain Convertible Promissory Notes and to approve any change of control that may be deemed to occur in connection with such issuance. The votes regarding the approval of such potential issuance and any such change of control were as follows:

For		Against		Abstentions		Broker Non-Votes
3,978,716		274,630		7,632		2,077,233

Based on the votes set forth above, the stockholders approved the potential issuance of 20% or more of our issued and outstanding common stock at prices that may be less than the Nasdaq Minimum Price to the holder or holders of certain Convertible Promissory Notes and approved any change of control that may be deemed to occur in connection with such issuance.

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 25, 2026

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

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