PHOENIX / Feb 20, 2024 / Business Wire / M&M Residual, LLC (together with its affiliates and the participants named herein, the “Concerned Stockholder Group,” “we” or our “Group”) owns approximately 4.5% of the outstanding common stock of Nikola Corporation (Nasdaq: NKLA) (“Nikola” or the “Company”), making it a top stockholder. Today, the Concerned Stockholder Group issued the below statement regarding its nomination of five highly qualified and independent director candidates for election to the Company’s nine-member Board of Directors (the “Board”) at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”).
“Our five-member slate of highly qualified and independent candidates is excited about the opportunity to help fix Nikola’s addressable issues and put the Company back on the path to value creation. Since taking over as Chair in 2020, CEO Steve Girsky and his Board have overseen a staggering and consistent decline in Nikola’s stock from $30+ per share to a delisting Nasdaq price of less than seventy cents per share.1 Clearly, the status quo cannot continue. While the Board recently publicly stated that it rejected our nominations, the reality is that the Company has not legally done so and that our nominations still stand. Our slate of director candidates is highly qualified, wholly independent and focused on one goal: implementing a lasting turnaround that unlocks the significant potential of Nikola.
For approximately four years now, the Board has overseen operational underperformance, value destructive acquisitions, the breakdown of the Iveco Group-Nikola partnership, the loss of meaningful European market share and the sale of key assets while taking on debt. These actions (among other concerning missteps surrounding safety and disclosures) have resulted in the destruction of nearly 100% of stockholder value.2 Concerningly, the Board also diluted Nikola shares to the tune of an additional 800 million last year, so that over 1.6 billion total shares are now authorized with over 1 billion shares in circulation.3 After destroying significant value and diluting stockholders as Chair, Steve Girsky then took the helm as CEO in August 2023. Under Mr. Girsky’s leadership, stockholders suffered an approximate 72% decline in value. No matter how you look at it, over all relevant time periods this management team and Board have obliterated stockholder value and put our Company at risk.
In our view, such disastrous returns reflect these individuals’ inability to lead the Company. In fact, our Group has been approached by numerous stockholders who want to see CEO Steve Girsky and his Board replaced with high-integrity individuals. This is a reasonable request, especially considering Nikola recently disclosed that substantial doubt exists regarding its ability to continue as a going concern through the next 12 months.4 This followed a material weakness being identified in the Company’s 2022 financial reporting. Time is clearly of the essence for Nikola stockholders who cannot afford to wait – the time for boardroom change is now.
In stark contrast to the current Board, our independent slate includes proven founders and executives who collectively possess the operational, supply chain and electric vehicle experience that we believe will be required to initiate a value-enhancing turnaround at Nikola. Our five-member slate has already begun working on an operating strategy that considers the interests of stockholders, employees, partners and customers. In the coming weeks, we look forward to engaging with our fellow stockholders to achieve our goal of helping Nikola enhance its corporate governance, improve operations, increase sales, pay off debt and optimize the Company’s capital structure. With the right leadership and strategy in place, we believe Nikola can return to its pole position as a next-generation provider of revolutionary energy and transportation solutions.”
The Concerned Stockholder Group’s highly qualified and independent slate of director candidates include:
Cole Cannon
Mr. Cannon is a local entrepreneur and lawyer with extensive M&A experience that would be extremely valuable to the Nikola Board.
Derek Johnson
Mr. Johnson possesses significant business management, logistics and supply chain experience that would be extremely valuable to the Nikola Board.
Hans Peterson
Mr. Peterson is an entrepreneur with extensive experience in the custom vehicle space that would be extremely valuable to the Nikola Board.
Paul Southam
Mr. Southam is a former CEO with two decades of executive management experience and prior board service that would be extremely valuable to the Nikola Board.
Dave Sparks
Mr. Sparks is a founder and CEO of multiple vehicle manufacturer and marketplace companies with extensive engineering and electric vehicle technology experience that would be extremely valuable to the Nikola Board.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
M&M Residual, LLC, a Nevada limited liability company (“M&M Residual”), together with the other participants named herein (collectively, the “Concerned Stockholders”), intend to file a preliminary proxy statement and accompanying universal proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for the election of its slate of director nominees at the 2024 annual meeting of stockholders of Nikola Corporation, a Delaware corporation (the “Company”).
THE CONCERNED STOCKHOLDERS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be M&M Residual, Trevor R. Milton, Cole Cannon, Derek Johnson, Hans Peterson, Paul Southam, and Dave Sparks.
As of the date hereof, M&M Residual directly owns 51,047,726 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). As of the date hereof, as the Manager of M&M Residual, Mr. Milton may be deemed to beneficially own the 51,047,726 shares of Common Stock directly owned by M&M Residual and Mr. Milton may be deemed to beneficially own the 1,250,000 shares of Common Stock directly owned by Mr. Milton’s spouse, constituting an aggregate of 52,297,726 shares of Common Stock. As of the date hereof, Mr. Peterson directly owns 71 shares of Common Stock. As of the date hereof, Mr. Sparks directly owns 164 shares of Common Stock. As of the date hereof, none of Messrs. Cannon, Johnson, or Southam own any shares of Common Stock.
Last Trade: | US$2.02 |
Daily Change: | -0.01 -0.49 |
Daily Volume: | 5,672,991 |
Market Cap: | US$102.210M |
October 31, 2024 October 10, 2024 October 02, 2024 August 12, 2024 August 09, 2024 |
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