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): May 4, 2022

XL FLEET CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-38971

83-4109918

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

145 Newton Street

Boston, MA

02135

(Address of principal executive offices)

(Zip Code)

(617) 718-0329

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		XL		New York Stock Exchange

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

XL Fleet Corp. held its Annual Meeting of Stockholders on May 4, 2022 (“2022 Annual Meeting”). The following is a brief description of each matter voted upon at the 2022 Annual Meeting, as well as the number of votes cast for, against or withheld as to each matter and the number of abstentions and broker non-votes with respect to each matter.

Proposal I – Election of Directors

Nominee	For		Withhold		Broker Non-Vote
Kevin Griffin		43,649,032		6,660,346		33,086,825
Christopher Hayes		43,088,469		7,220,909		33,086,825

Proposal II – Ratification of Audit Committee’s appointment of Marcum LLP as independent public accountants for the fiscal year ending December 31, 2022:

For			81,832,457
Against			795,907
Abstain			767,839

Proposal III –Advisory vote regarding executive compensation:

For			43,293,855
Against			6,818,185
Abstain			197,338
Broker Non-Vote			33,086,825

Proposal IV – Selection of frequency of future stockholder advisory vote to approve executive compensation:

1 Year			48,463,893
2 Years			284,399
3 Years			1,289,008
Abstain			272,078
Non-Vote			33,086,825

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	XL FLEET CORP.

Date: May 4, 2022	By:	/s/ Stacey Constas
	Name:	Stacey Constas
	Title:	Associate General Counsel

XL Fleet Corp. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders