EVgo Inc.

DEF 14A 1 tm242928-1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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(Name of Registrant as Specified in Its Charter)​

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of Filing Fee (Check the appropriate box):

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No Fee Required.

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Fee paid with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 15, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of EVgo Inc., a Delaware corporation (“EVgo” or the “Company”). The Annual Meeting will be held on Wednesday, May 15, 2024, at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time, as a virtual meeting atwww.virtualshareholdermeeting.com/EVGO2024 for the following purposes:

To elect the three nominees for Class III director named herein to hold office until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified.

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To ratify the selection by EVgo’s audit committee (the “Audit Committee”) of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024.

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To conduct any other business properly brought before the meeting.

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The Annual Meeting will again be conducted in a virtual-only format, which the Board of Directors chose in order to provide stockholders with access to the meeting regardless of geographic location and to help increase stockholder participation, while also minimizing the time and cost associated with planning, holding and arranging logistics for an in-person meeting. Stockholders will be able to participate, vote electronically and submit questions during the live webcast of the Annual Meeting by visitingwww.virtualshareholdermeeting.com/EVGO2024.

The Company is using the “Notice and Access” method of providing proxy materials to a number of its stockholders via the Internet. On or about April 3, 2024, the Company will mail to such stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access proxy materials and vote via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials. If you do not receive a Notice, you will receive a paper copy of the proxy materials by mail sent by the Company on or about the same date, unless you have previously elected to receive proxy materials by email. We remind stockholders who receive a Notice that the Notice is not itself a proxy card and should not be returned with voting instructions.

All stockholders are cordially invited to attend the Annual Meeting virtually and urged to submit their proxy or voting instructions as promptly as possible to ensure their representation and the presence of a quorum at the Annual Meeting. If you submit your proxy and then decide to attend the Annual Meeting to vote your shares through EVgo’s virtual platform, you may still do so. Your proxy is revocable in accordance with the procedures set forth in this proxy statement (the “Proxy Statement”).

By Order of the Board of Directors

/s/ Francine Sullivan

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Francine Sullivan

Chief Legal Officer and General Counsel

April 3, 2024

Los Angeles, CA