SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 11, 2022
|NUVVE HOLDING CORP.|
|(Exact Name of Registrant as Specified in Charter)|
(State or Other Jurisdiction
|(Commission File Number)|
|2488 Historic Decatur Road, Ste 200||San Diego,||California||92106|
|(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):
|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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers.
On January 11, 2022, the Board of Directors (the “Board”) of Nuvve Holding Corp. (the “Company”) increased the number of directors from seven directors to eight directors and, at the recommendation of the Nominating and Corporate Governance Committee, appointed Ms. Rashida La Lande to fill the newly created vacancy, effective immediately. Ms. La Lande will serve as a Class B director with a term that is set to expire at the 2023 Annual Meeting of Stockholders.
For her service on the Board, in accordance with the Company’s compensation program for non-employee directors, Ms. La Lande will receive an annual cash retainer of $40,000, an initial grant of Restricted Stock Units with a fair market value of $200,000 and an annual grant of Restricted Stock Units with a fair market value of $200,000 (with the first annual grant pro-rated for the partial year ending in June 2022). The Restricted Stock Units will be granted under the Nuvve Holding Corp. 2020 Equity Incentive Plan. In addition, the Company has entered into an Indemnification Agreement with Ms. La Lande, effective January 11, 2022, in the form previously filed as Exhibit 10.13 to the Company’s Current Report on Form 8-K filed with the SEC on March 25, 2021.
Ms. La Lande is not party to any transactions with the Company required to be disclosed under Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company on January 14, 2022, regarding Ms. La Lande’s appointment as a director is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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: January 14, 2022
|NUVVE HOLDING CORP.|
| || |
| ||By:||/s/ Gregory Poilasne|
| || ||Gregory Poilasne|
| || ||Chairman and Chief Executive Officer|
Nuvve Grows Board of Directors with Appointment of Rashida La Lande from Kraft Heinz
La Lande brings bring global leadership expertise in consumer products, retail, financial services, and technology industries.
SAN DIEGO, Calif. (January 14, 2022) — Nuvve Holding Corp. (Nuvve) (Nasdaq: NVVE), a global cleantech company electrifying the planet at the intersection of energy and transportation through its intelligent energy platform, today announced the appointment of Rashida La Lande to Nuvve’s Board of Directors.
La Lande currently serves as Executive Vice President, Global General Counsel and Chief Sustainability and Government Affairs Officer for The Kraft Heinz Company (Nasdaq: KHC). In addition to her general counsel duties, she leads all corporate environmental social responsibility and government affairs functions.
“We are thrilled to welcome Rashida to the Nuvve Board of Directors,” said Gregory Poilasne, chairman and CEO of Nuvve. “In addition to being a seasoned corporate lawyer, she brings outstanding experience in ESG initiatives and government relations. Her presence on the board will greatly contribute to Nuvve’s future successes.”
Prior to joining Kraft Heinz, La Lande was a partner at the law firm of Gibson, Dunn & Crutcher, where she focused on mergers and acquisitions, leveraged buyouts, private equity deals, and joint ventures. Throughout her career, La Lande has advised companies and private equity sponsors in various industries including consumer products, retail, financial services, and technology.
"I have long shared Nuvve’s belief that technology has the potential to lessen climate impact while addressing changing consumer needs,” said La Lande. “Companies like Nuvve can leverage the power of their people and IP to drive massive positive impact for communities around the planet, something I am passionate about. It is an honor to join Nuvve’s Board of Directors and I look forward to working with the company."
La Lande’s focus on ESG extends to nonprofit board service including her roles with two youth-focused nonprofit organizations: The Allen Stevenson School and The Brotherhood Sister Sol, both based in New York City. She also dedicates time to address needs in the food insecurity space, an area that has been exacerbated by the pandemic.
She has been recognized by Black Enterprise as one of the 50 Most Powerful Women in Corporate America, was named a Top Corporate Counsel by WomenInc., has been honored by the Council for Urban Professional Legal Leaders, and was named a Leading Attorney in Corporate Law by The Best Lawyers in America.
“I am delighted to welcome Rashida to Nuvve’s Board of Directors,” said Richard A. Ashby, Nuvve’s Chairman of the Governance & Nominating Committee. “Rashida’s extensive legal, regulatory, M&A, and ESG expertise is a great addition to our board and we are looking forward to her insights and perspectives as we advance our strategy.”
About Nuvve Holding Corp.
Nuvve Holding Corp. (Nasdaq: NVVE) is leading the electrification of the planet, beginning with transportation, through its intelligent energy platform. Combining the world’s most advanced vehicle-to-grid (V2G) technology and an ecosystem of electrification partners, Nuvve dynamically manages power among electric vehicle (EV) batteries and the grid to deliver new value to EV owners, accelerate the adoption of EVs, and support the world’s transition to clean energy. By transforming EVs into mobile energy storage assets and networking battery capacity to support shifting energy needs, Nuvve is making the grid more resilient, enhancing sustainable transportation, and supporting energy equity in an electrified world. Since its founding in 2010, Nuvve has successfully deployed V2G on five continents and offers turnkey electrification solutions for fleets of all types. Nuvve is headquartered in San Diego, California, and can be found online at nuvve.com.
Nuvve and associated logos are among the trademarks of Nuvve and/or its affiliates in the United States, certain other countries and/or the EU. Any other trademarks or trade names mentioned are the property of their respective owners.
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