Form DFAN14A - Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material
26 Février 2024 - 10:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
Schedule 14a Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ¨
Filed by a Party other than the Registrant x
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Under Rule 14a-12 |
NIKOLA CORPORATION |
(Name of Registrant as Specified in Its Charter) |
|
M&M RESIDUAL, LLC
TREVOR R. MILTON
COLE CANNON
DEREK JOHNSON
HANS PETERSON
PAUL SOUTHAM
DAVE SPARKS
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |
Payment of Filing Fee (Check all boxes that apply):
| ¨ | Fee paid previously with preliminary materials |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11 |
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”).
On February 23, 2024, the
description of the Badger Video (as defined in the DFAN filed by M&M Residual with the SEC on February 20, 2024) was updated to include
the legend required under Rule 14a-12. A copy of the revised description is included below:
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.
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