Workhorse Group (WKHS) Proxy Filing summary

Executive summary

• The proxy statement seeks shareholder approval for a merger between Workhorse and Motiv Power Systems, with Motiv investors to own 62.5% and pre-merger Workhorse shareholders to own 26.5% of the combined company, and convertible noteholders to own 11% on a fully diluted basis, prior to additional financings.

• The merger is structured as an all-stock transaction, with all Motiv equity and debt cancelled in exchange for Workhorse common stock, and all unexercised Workhorse options cancelled for no consideration; unvested equity awards will fully vest at closing.

• The combined company will continue to trade on Nasdaq under the symbol "WKHS"; a reverse stock split (1-for-8 to 1-for-12) may be implemented to meet listing requirements.

• The merger is conditioned on closing debt financing of up to $20 million from Motiv's controlling stockholder, and the repayment of Workhorse's 2024 Notes, with a $5 million convertible note already issued to Motiv's affiliate.

• The Workhorse board, after a thorough review of strategic alternatives, unanimously recommends the merger as the best available option for shareholders, citing ongoing going concern risks and limited access to capital.

Voting matters and shareholder proposals

• Shareholders are asked to vote on nine proposals: (1) stock issuance for the merger and related financings, (2) reverse stock split, (3) amended incentive plan, (4) charter amendment, (5) advisory charter proposals (increase authorized shares, opt out of Nevada Control Share Act, exclusive forum/waiver of jury trial), (6) election of eight directors, (7) say-on-pay, (8) auditor ratification, and (9) adjournment.

• Approval of proposals 1–4 is required to consummate the merger; the board recommends voting "FOR" all proposals.

Board of directors and corporate governance

• Upon closing, the board will be reduced to seven members: two designated by Workhorse and five by Motiv; Scott Griffith (Motiv CEO) will become CEO of the combined company.

• The combined company will be a "controlled company" under Nasdaq rules, with Motiv's controlling stockholder initially holding 62.5% of voting power.

• The charter amendment will increase authorized common shares to 100 million, opt out of the Nevada Control Share Act, and add exclusive forum and jury trial waiver provisions.