false000183687500018368752024-09-092024-09-090001836875us-gaap:CommonStockMember2024-09-092024-09-090001836875us-gaap:WarrantMember2024-09-092024-09-09


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): September 9, 2024
NUVVE HOLDING CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware001-4029686-1617000
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
2488 Historic Decatur Road, Ste 200San Diego,California92106
(Address of Principal Executive Offices)(Zip Code)
Registrant’s telephone number, including area code: (619) 456-5161
(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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
o
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 symbols Name of each exchange on which registered
Common Stock, Par Value $0.0001 Per Share NVVE The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock NVVEW The Nasdaq Stock Market LLC
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 x
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.        o



Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 9, 2023, Nuvve Holdings Corp. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”).

At the Annual Meeting, the stockholders of the Company: (i) elected Gregory Poilasne and Ted Smith as Class C directors to serve as members of the Board of Directors of the Company (the “Board”), each to hold office until the the Company’s 2027 Annual Meeting of Stockholders and until his respective successor is duly elected and qualified, or until their earlier death, resignation or removal; (ii) approved a proposed advisory vote on compensation paid to the Company’s named executive officers (“Say-on-Pay”) (including golden parachute); (iii) approved, on a non-binding, advisory basis, the frequency of three years for future stockholder advisory Say-on-Pay votes (“Frequency of Say-on-Pay”) until the next required vote on the frequency of such advisory votes; (iv) ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and (v) approved a proposed amendment to the Company’s Certificate of Incorporation, and authorize the Board, to effect a reverse stock split of the Company’s issued and outstanding Common Stock, par value $0.0001 per share (the “Common Stock”), within a range from 1-for-2 to 1-for-10, inclusive, with the exact ratio of the reverse stock split to be determined by the Board in its discretion.

As of July 15, 2024, the record date for the Annual Meeting, there were 6,527,227 shares of Common Stock, outstanding and entitled to vote at the Annual Meeting. A total of 2,355,097 votes (36.08%) were present in person or represented by proxy at the Annual Meeting, constituting a quorum.

Set forth below, with respect to each such proposal, are the final voting results.

Proposal No. 1 – To elect two directors to the Board of Directors of the Company for a three-year term of office expiring at the Company’s 2027 Annual Meeting of Stockholders and until their respective successors are elected and duly qualified, or until their earlier death, resignation or removal:

DIRECTOR NOMINEEFOR
ABSTENTIONS
BROKER NON-VOTES
Gregory Poilasne602,159296,5181,456,420
Ted Smith
619,541279,1361,456,420

Proposal No. 2 – To approve a proposed advisory vote on compensation paid to the Company’s named executive officers (“Say-on-Pay”) (including golden parachute):

FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
484,882376,81536,9801,456,420

Proposal No. 3 – To approve a proposed advisory vote on Frequency of Say-on-Pay until the next required vote on the frequency of such advisory votes:

1 YEAR
2 YEARS
3 YEARS
ABSTENTIONS
291,18586,454392,913128,125
Proposal No. 4 – The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered certified public accounting firm for the fiscal year ended December 31, 2024:

FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
2,226,937100,28527,875—

1

Proposal No. 5 – To approve a proposed amendment to the Company’s Certificate of Incorporation, and authorize the Board, to effect a reverse stock split of the Company’s issued and outstanding Common Stock within a range from 1-for-2 to 1-for-10, inclusive, with the exact ratio of the reverse stock split to be determined by the Board in its discretion:

FOR
AGAINST
ABSTENTIONS
BROKER NON-VOTES
1,688,283652,58114,233—



Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
2

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.

Dated: September 10, 2024
NUVVE HOLDING CORP.
  
 By:/s/ Gregory Poilasne
  Gregory Poilasne
  Chief Executive Officer
3
v3.24.2.u1
Cover
Sep. 09, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Sep. 09, 2024
Entity Registrant Name NUVVE HOLDING CORP.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40296
Entity Tax Identification Number 86-1617000
Entity Address, Address Line One 2488 Historic Decatur Road, Ste 200
Entity Address, City or Town San Diego,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92106
City Area Code 619
Local Phone Number 456-5161
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Amendment Flag false
Entity Central Index Key 0001836875
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, Par Value $0.0001 Per Share
Trading Symbol NVVE
Security Exchange Name NASDAQ
Warrant  
Document Information [Line Items]  
Title of 12(b) Security Warrants to Purchase Common Stock
Trading Symbol NVVEW
Security Exchange Name NASDAQ
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