UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 18, 2025, at Rivian Automotive, Inc.’s (the “Company”) Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the following amendments to the Company’s Amended and Restated Certificate of Incorporation (collectively, the “Amendments”), each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”):
| • | an increase in the number of authorized shares of Class A common stock from 3,500,000,000 to 5,250,000,000 shares, which in turn increased the total number of authorized shares of common stock from 3,507,825,000 to 5,257,825,000; |
| • | a provision exculpating certain corporate officers from liability for breach of the fiduciary duty of care in certain circumstances; and |
| • | clarifications that the voting standard found in Section 242(d)(2) of the Delaware General Corporation Law would apply to any amendment to increase the number of authorized shares of the Company’s common or preferred stock when the requirements of Section 242(d)(2) are satisfied. |
Following the Annual Meeting, on June 20, 2025, the Company filed a Certificate of Amendment with the Secretary of State of the State of Delaware, at which point the Amendments became effective. The Company subsequently filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware incorporating the Amendments (the “Restated Certificate”). The Restated Certificate is filed herewith as Exhibit 3.1. The above description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate, which is incorporated herein by reference.
Item 5.07 - Submission of Matters to a Vote of Security Holders.
On June 18, 2025, the Company held its Annual Meeting. Holders of the Company’s Class A common stock were entitled to one vote per share held as of the close of business on April 23, 2025 (the “Record Date”) and holders of the Company’s Class B common stock were entitled to ten votes per share held as of the Record Date, and the holders voted together as a single class on each of the proposals set forth below. A total of 882,677,818 shares of the Company’s Class A common stock and 7,825,000 shares of the Company’s Class B common stock were represented in person or by proxy at the meeting, representing approximately 78.96% of the combined voting power of the Company’s Class A and Class B common stock as of the Record Date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Proxy Statement.
Item 1 — Election of three Class I directors to serve until the 2028 Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified.
| Nominee | Votes FOR | Votes WITHHELD | Broker Non-Votes | |||
| Robert J. Scaringe |
658,314,108 | 50,830,668 | 251,783,042 | |||
| Peter Krawiec |
650,310,473 | 58,834,303 | 251,783,042 | |||
| Sanford Schwartz |
655,341,644 | 53,803,132 | 251,783,042 |
Item 2 — Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 950,122,353 |
6,737,480 | 4,067,985 | 0 |
Item 3 — 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 | |||
| 649,816,435 |
58,245,672 | 1,082,669 | 251,783,042 |
Item 4 — Approval of the future issuance of shares of Class A common stock to Volkswagen International America, Inc.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 701,798,459 |
6,810,088 | 536,229 | 251,783,042 |
Item 5 — Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation that would increase the number of authorized shares of the Company’s Class A common stock.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 904,197,774 |
52,631,933 | 4,098,111 | 0 |
Item 6 — Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of officers from certain breaches of fiduciary duty.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 681,026,301 |
26,993,860 | 1,124,615 | 251,783,042 |
Item 7 — Approval of amendments to the Company’s Amended and Restated Certificate of Incorporation to clarify voting requirements to amend the number of authorized shares of the Company’s common stock and preferred stock.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 705,082,803 |
3,175,437 | 886,536 | 251,783,042 |
Item 8 — Approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4, Proposal 5, Proposal 6 or Proposal 7.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 892,677,088 |
63,555,664 | 4,695,066 | 0 |
Based on the foregoing votes, Robert J. Scaringe, Peter Krawiec, and Sanford Schwartz were elected, and Items 2, 3, 4, 5, 6, 7 and 8 were approved.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
Description | |
| 3.1 | Restated Certificate of Incorporation, dated June 19, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RIVIAN AUTOMOTIVE, INC. | ||||||
| Date: June 20, 2025 | By: | /s/ Claire McDonough | ||||
| Name: | Claire McDonough | |||||
| Title: | Chief Financial Officer | |||||