CANOO INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: Josette Sheeran

CANOO INC.’s own tally for this item (“Elect Director: Josette Sheeran”): 117,935,423 for, 110,328,163 withheld, per its Form 8-K filed January 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's stockholders elected the following nominees for director to serve as directors for a term expiring in 2026 or until their successors shall have been elected and qualified.”
Support: 51.7% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 12 asset managers below reported 7,366,751 for, 210,121 withheld.

Description as filed by funds: Election of Directors: Tony Aquila

CANOO INC.’s own tally for this item (“Elect Director: Tony Aquila”): 217,257,535 for, 11,006,051 withheld, per its Form 8-K filed January 2, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The Company's stockholders elected the following nominees for director to serve as directors for a term expiring in 2026 or until their successors shall have been elected and qualified.”
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 12 asset managers below reported 7,410,484 for, 166,388 withheld.

Description as filed by funds: APPROVAL OF AMENDMENT TO THE PRE-PAID ADVANCE AGREEMENT DATED JULY 20, 2022, AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME, WITH YORKVILLE TO LOWER THE MINIMUM FLOOR PRICE AT WHICH SHARES OF COMMON STOCK, PAR VALUE $0.0001 PER SHARE, MAY BE SOLD BY US TO $0.10 PER SHARE.

CANOO INC.’s own tally for this item (“3. An amendment to the Pre-Paid Advance Agreement with Yorkville to lower the minimum price at which shares may be sold by us from $0.50 per share to $0.10 per share, which was referred to as the Yorkville Floor Price Pr”): 181,364,352 for, 15,634,656 against — passed, per its Form 8-K filed October 6, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 3: The Company's stockholders approved an amendment to the Pre-Paid Advance Agreement with Yorkville to lower the minimum price at which shares may be sold by us from $0.50 per share to $0.10 per share, which was referred to as the Yorkville Floor Price Proposal.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 4,509,872 for.

Description as filed by funds: Approval of, pursuant to Nasdaq Rule 5635, the issuance of shares of our Common Stock, par value $0.0001 per share, (i) upon the conversion of certain convertible debentures that have been issued to YA II PN, Ltd. ("Yorkville") pursuant to (a) our Securities Purchase Agreement entered into Yorkville on April 24, 2023, (b) our Securities Purchase Agreement entered into with Yorkville on June 30, 2023 (the "June SPA"), and (c) our Securities Purchase Agreement entered into with Yorkville on August 2, 2023 (the "August SPA"), (ii) upon the exercise of warrants issued pursuant to the June SPA and the August SPA, and iii) if Yorkville chooses to exercise one or both options to purchase additional convertible debentures and warrants under the June SPA and the August SPA, respectively, pursuant to the conversion of such convertible debentures and/or upon the exercise of such warrants that may be issued upon exercise of one or both options, in excess of 20% of the number of shares outstanding on April 24, 2023.

CANOO INC.’s own tally for this item (“2. Pursuant to Nasdaq Marketplace Rule 5635, the issuance of shares of the Company's common stock (i) upon the conversion of certain convertible debentures that have been issued to YA II PN, Ltd”): 182,831,157 for, 13,988,658 against — passed, per its Form 8-K filed October 6, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 2: The Company's stockholders approved, pursuant to Nasdaq Marketplace Rule 5635, the issuance of shares of the Company's common stock (i) upon the conversion of certain convertible debentures that have been issued to YA II PN, Ltd.”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 17 asset managers below reported 4,504,524 for, 5,348 against.

Description as filed by funds: APPROVAL OF AN AMENDMENT TO OUR SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK, PAR VALUE $0.0001 PER SHARE.

CANOO INC.’s own tally for this item (“1. The Authorized Shares Amendment, which was referred to as the Share Authorization Proposal”): 288,490,817 for, 32,956,338 against — passed, per its Form 8-K filed October 6, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 1: The Company's stockholders approved the Authorized Shares Amendment, which was referred to as the Share Authorization Proposal.”
Support: 90% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 12 asset managers below reported 3,883,485 for.

Description as filed by funds: To approve an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of our Common Stock at a reverse stock split ratio ranging from 1:2 to 1:30, and to authorize the Company's board of directors to determine the timing of the amendment at its discretion at any time, if at all, but in any case prior to the one-year anniversary of the date on which the Reverse Stock Split is approved by the Company's stockholders at the Special Meeting and the specific ratio of the reverse stock split (the "Reverse Stock Split Proposal").

CANOO INC.’s own tally for this item (“1. Reverse Stock Split Proposal”): 409,815,680 for, 84,732,673 against — passed, per its Form 8-K filed February 29, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 1: Reverse Stock Split Proposal The Company's stockholders approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's Common Stock at a reverse stock split ratio ranging from 1:2 to 1:30,…”
Support: 83% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 9 asset managers below reported 7,181,274 for.

Description as filed by funds: Approve of an amendment to our Second Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our Common Stock, per value $0.0001 per share

CANOO INC.’s own tally for this item (“1. The Authorized Shares Amendment, which was referred to as the Share Authorization Proposal”): 288,490,817 for, 32,956,338 against — passed, per its Form 8-K filed October 6, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 1: The Company's stockholders approved the Authorized Shares Amendment, which was referred to as the Share Authorization Proposal.”
Support: 90% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 4 asset managers below reported 626,387 for.

Description as filed by funds: APPROVAL OF ADJOURNMENT OF THIS SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO PERMIT FURTHER SOLICITATION AND VOTE OF PROXIES IN THE EVENT THAT THERE ARE INSUFFICIENT VOTES FOR, OR OTHERWISE IN CONNECTION WITH, ONE OR MORE OF THE OTHER PROPOSALS TO BE VOTED ON AT THIS SPECIAL MEETING.

CANOO INC.’s own tally for this item (“4. A proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in c”): 299,058,393 for, 21,301,232 against — passed, per its Form 8-K filed October 6, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 4: The Company's stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of…”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 16 asset managers below reported 4,498,049 for, 11,823 against.

Description as filed by funds: To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Special Meeting (the "Adjournment Proposal").

CANOO INC.’s own tally for this item (“3. Adjournment Proposal”): 411,932,545 for, 75,024,889 against — passed, per its Form 8-K filed February 29, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 3: Adjournment Proposal The Company's stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection…”
Support: 85% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 9 asset managers below reported 6,982,429 for, 198,845 against.

Description as filed by funds: To approve the issuance to Tony Aquila, our Executive Chair and Chief Executive Officer of (x) a performance-vesting restricted stock unit award representing the right to receive 39,382,767 shares of our Common Stock, 50% of which may vest based on the achievement of certain cumulative Company revenue milestones for the twelve months ended December 31, 2024 and for the twenty-four months ended December 31, 2025, and 50% of which may vest based on certain thresholds relating to the volume weighted average trading price of our Common Stock any time during the twelve months ended December 31, 2024 and the twenty-four months ended December 31, 2025, subject to continuous service requirements through the applicable service vesting date (in each instance, subject to any adjustments to our stock price, including the effectuation of the reverse stock split contemplated by the Reverse Stock Split Proposal) and (y) a restricted stock unit award representing the right to receive 78,765,530 shares of our Common Stock, the initial 50% of which will vest immediately and the latter 50% of which will vest in equal increments on January 1, 2025 and January 1, 2026 (the "CEO Equity Awards Proposal"). If approved, the issuance of the CEO Equity Awards would be outside of the Canoo Inc. 2020 Equity Incentive Plan.

CANOO INC.’s own tally for this item (“2. CEO Equity Awards Proposal”): 244,761,379 for, 72,135,135 against — passed, per its Form 8-K filed February 29, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 2: CEO Equity Awards Proposal The Company's stockholders approved the issuance to Tony Aquila, the Company's Executive Chair and Chief Executive Officer of (x) a performance-vesting restricted stock unit award (the " CEO PSU ") representing the right to receive 39,382,767 shares of the…”
Support: 77% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 2,730 for, 7,178,644 against.

Description as filed by funds: To approve, by an advisory vote, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement.

CANOO INC.’s own tally for this item (“2. Proposal to approve, by an advisory vote, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement”): 207,421,584 for, 18,398,801 against — passed, per its Form 8-K filed January 2, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The compensation of the Company's named executive officers, as disclosed in the Proxy Statement, was approved, on an advisory basis.”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 12 managers: 5,743,652 for, 1,833,220 against.

Institutional-manager reports, all 96 managers: 4,995,956 for, 12,007,351 against, 424 withheld. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To ratify the selection by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023.

CANOO INC.’s own tally for this item (“3. Proposal to ratify of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023”): 360,140,396 for, 5,255,210 against — passed, per its Form 8-K filed January 2, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 was ratified.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 14 asset managers below reported 7,559,914 for, 18,758 against.