nhic-20260618
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 18, 2026
Evolv Technologies Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-39417 | 84-4473840 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
500 Totten Pond Road, 4th Floor Waltham, Massachusetts | 02451 | |||||||
(Address of principal executive offices) | (Zip Code) | |||||||
(781) 374-8100
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 obligation 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 | ||||||||||||
Class A common stock, par value $0.0001 per share | EVLV | The Nasdaq Stock Market | ||||||||||||
Warrants to purchase one share of Class A common stock | EVLVW | The Nasdaq Stock 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 18, 2026, Evolv Technologies Holdings, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, a total of 138,936,379 shares of Class A common stock were present in person or represented by proxy, representing approximately 77.35% percent of the Company’s Class A common stock outstanding as of the April 24, 2026 record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026.
Item 1 - Election of four Class II directors to serve until the Company’s annual meeting of stockholders to be held in 2029.
Votes FOR | Votes WITHHELD | Broker Non-Votes | |||||||||||||||
Neil Glat | 75,654,804 | 21,063,619 | 42,217,956 | ||||||||||||||
Richard Shapiro | 71,810,322 | 24,908,101 | 42,217,956 | ||||||||||||||
Item 2 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||||||||||||||||
94,695,112 | 1,020,267 | 1,003,044 | 42,217,956 | |||||||||||||||||
Item 3 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||||||||||||||||
137,633,782 | 630,689 | 671,908 | 0 | |||||||||||||||||
Based on the foregoing votes, each of Neil Glat and Richard Shapiro was elected as a Class II director, and each of Items 2 and 3 was approved.
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.
Evolv Technologies Holdings, Inc. | ||||||||
Date: June 22, 2026 | By: | /s/ John Kedzierski | ||||||
Name: | John Kedzierski | |||||||
Title: | Chief Executive Officer | |||||||