Shareholder Vote

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 June 6, 2022 Date of Report (date of earliest event reported) ___________________________________ Rivian Automotive, Inc. (Exact name of registrant as specified in its charter) ___________________________________ Delaware (State or other jurisdiction of incorporation) 001-41042 (Commission File Number) 47-3544981 (IRS Employer Identification Number) 16400 Myford Road Irvine , California 92606 (Address of principal executive offices) (Zip code) ( 888 ) 748-4261 (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 filing 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 (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 Symbol Name of each exchange on which registered Class A common stock, $0.001 par value per share RIVN The Nasdaq Stock Market 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. On June 6, 2022, Rivian Automotive, Inc. (the "Company") held its Annual Meeting of Stockholders. Holders of the Company's Class A common stock were entitled to one vote per share held as of the close of business on April 11, 2022 (the "Record Date") and holders of the Company's Class B common stock were entitled to ten votes per share held as of the Record Date. A total of 700,121,231 shares of the Company's Class A common stock and 7,825,000 shares of the Company's Class B common stock were presented in person or represented by proxy at the meeting, representing approximately 80.15% of the combined voting power of the Company's Class A and Class B common stock as of the Record Date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 27, 2022. Item 1 — Election of three Class I directors for a term of office expiring on the date of the annual meeting of stockholders in 2025 and until their respective successors have been duly elected and qualified. Votes FOR Votes WITHHELD Broker Non-Votes Robert J. Scaringe 697,589,028 23,199,571 57,582,632 Peter Krawiec 697,090,292 23,698,307 57,582,632 Sanford Schwartz 696,022,041 24,766,558 57,582,632 Item 2 — Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022. Votes FOR Votes AGAINST Votes ABSTAINED 776,894,769 951,622 524,840 Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 684,143,576 34,041,466 2,603,557 57,582,632 Item 4 — Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company's named executive officers. Votes for 1 Year Votes for 2 Years Votes for 3 Years Votes ABSTAINED Broker Non-Votes 719,798,404 217,959 378,800 393,436 57,582,632 Based on the foregoing votes, Robert J. Scaringe, Peter Krawiec and Sanford Schwartz were elected, Items 2 and 3 were approved and the Company's stockholders recommended that future stockholder advisory votes on the compensation of the Company's named executive officers be held every year. Based on the foregoing voting results and consistent with the recommendation of the Board of Directors of the Company (the "Board"), the Board has determined to hold an advisory vote on the compensation of the Company's named executive officers every year until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company's named executive officers is submitted to the Company's stockholders or the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the stockholders. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RIVIAN AUTOMOTIVE, INC.     Date: June 9, 2022 By: /s/ Claire McDonough Name: Claire McDonough Title: Chief Financial Officer