Freyr Battery Inc.
04/18/2024 | Press release | Distributed by Public on 04/18/2024 15:17
Management Change/Compensation - Form 8-K
Item 1.01 Entry into a Material Definitive Agreement.
On April 18, 2024, FREYR Battery, Inc., a Delaware corporation (the "Company"), entered into a cooperation agreement (the "Cooperation Agreement") with Teknovekst Invest AS, a private limited liability company incorporated under the laws of Norway, Vanir Invest Holding AS, a private limited liability company incorporated under the laws of Norway, Teknovekst AS, a company incorporated under the laws of Norway and Tore Ivar Slettemoen (collectively, the "Stockholders").
Pursuant to the Cooperation Agreement, the Company's board of directors (the "Board") and all applicable committees thereof approved the appointment of Tore Ivar Slettemoen as a member of the Board, with an initial term expiring at the Company's 2024 Annual Meeting of Shareholders (the "2024 Annual Meeting"). In addition, the slate of director nominees recommended by the Board for election at the Company's 2024 Annual Meeting will include Mr. Slettemoen.
Under the terms of the Cooperation Agreement, until the later of the date that (i) Mr. Slettemoen ceases to be a member of the Board and (ii) is thirty (30) calendar days prior to the notice deadline under the Company's Amended and Restated Bylaws for the nomination of non-proxy access director candidates for election to the Board at the Company's 2025 annual meeting of stockholders, the Stockholders have agreed to customary standstill restrictions. In addition, the Stockholders have agreed to certain voting commitments, including supporting each director nominated and recommended by the Board for election at the 2024 Annual Meeting.
The foregoing description of the Cooperation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Cooperation Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.