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, subject to adjustments and excluding certain financings.

• The merger is structured as an all-stock transaction, with all Motiv equity and debt cancelled in exchange for Workhorse common stock; all unexercised Workhorse stock options will be cancelled, and unvested equity awards will fully vest at closing.

• The transaction includes a $20 million debt facility from Motiv’s controlling stockholder, a $5 million convertible note, and a $20 million sale-leaseback of Workhorse’s Union City facility.

• The combined company will continue to trade on Nasdaq under the symbol “WKHS,” subject to Nasdaq approval and a likely reverse stock split to meet listing requirements.

• The Workhorse board, after a comprehensive review of alternatives, unanimously recommends the merger, citing going concern risks, limited financing options, and the strategic benefits of combining with Motiv.

Voting matters and shareholder proposals

• Shareholders are asked to vote on nine proposals: (1) stock issuance for the merger and related financings, (2) a reverse stock split (1-for-8 to 1-for-12), (3) an amended and restated long-term incentive plan, (4) charter amendments, (5) advisory votes on governance changes, (6) election of eight directors, (7) advisory say-on-pay, (8) auditor ratification, and (9) adjournment authority.

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

• Advisory charter proposals include increasing authorized common shares to 100 million, opting out of Nevada’s Control Share Act, and adding exclusive forum and jury trial waiver provisions.

Board of directors and corporate governance

• Upon closing, the board will be reconstituted 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 board has standing audit, compensation, and nominating/governance committees, with a majority of current directors deemed independent.