Hyliion Holdings Corp.

Nominees for director are elected to the Board by a plurality standard. Practically speaking, this means that the directors who receive the highest number of votes are elected to the available seats. Because there are three seats for which three directors have been nominated, we expect that each of the three nominees will be elected. However, if the votes cast for any nominee do not exceed the votes withheld from the nominee, the Board will consider that in assessing the Board’s composition going forward and in considering whether to renominate a particular individual in the future. Withholding authority to vote your shares with respect to one or more director nominees will have no effect on the outcome of the election. “Broker non-votes” will also have no effect on the outcome of the election of directors. For all other matters proposed for a vote at the Annual Meeting, the affirmative vote of a majority of the outstanding shares of common stock present in person, including by remote communication as applicable, or represented by proxy and entitled to vote on the matter is required to approve the matter. For these matters, cast abstentions are counted as a vote “against” the matter. Broker non-votes, if any, will have no effect on the outcome of these matters. We do not expect there to be any broker non-votes for the ratification of the appointment of our independent auditors since brokers have discretion to cast votes on those matters.