Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Form 10-K . Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2021 due to the material weaknesses in our internal control over financial reporting described below.
Previously Reported Material Weakness
A material weakness is a deficiency, or combination of deficiencies, in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis.
As disclosed in the final prospectus, as filed with the SEC in connection with our IPO, we previously identified material weaknesses in our internal control over financial reporting related to controls to address segregation of duties across financially relevant functions and information technology (“IT”)general controls over our Enterprise Resource Planning systems, applications, and tools used in financial reporting. We have concluded that these material weaknesses continue to exist as of December 31, 2021. The deficiencies identified did not result in a material misstatement to our financial statements.
Remediation Plans
The material weaknesses described above arose because as a private company prior to our IPO, coupled with the rapid growth in our business, we did not have the business processes, systems, personnel, and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.
We have taken and will continue to take action to remediate these material weaknesses, including:
• implementation of processes and controls to better identify and manage segregation of duties risks;
• implementation of IT general controls to manage access and program changes within our IT environment and to support the evaluation, monitoring, and ongoing effectiveness of key application controls and key reports; and
• continued hiring of additional accounting, finance, IT and other business process resources with public company and internal control experience to better assess and manage our segregation of duties and IT general control risks.
We believe we are making progress toward achieving effectiveness of our internal control over financial reporting. The actions that we are taking are subject to ongoing management review and audit committee oversight. We will not be able to conclude whether the steps we are taking will fully remediate the material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequently evaluated their effectiveness. We may also conclude that additional measures are required to remediate the material weaknesses in our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
This Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
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Changes in Internal Control Over Financial Reporting
Except for the remediation measures in connection with the material weaknesses described above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the quarter ended December 31, 2021 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitation on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item will be included in our Proxy Statement for our 2022 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this Item will be included in our Proxy Statement for our 2022 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
The information required by this Item will be included in our Proxy Statement for our 2022 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be included in our Proxy Statement for our 2022 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
The information required by this Item will be included in our Proxy Statement for our 2022 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2021 and is incorporated herein by reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
Exhibit Index
Incorporated by Reference
Exhibit Number Exhibit Title Form File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation of Rivian Automotive, Inc.
8-K 001-41042 3.1 11/16/2021
3.2 Amended and Restated Bylaws of Rivian Automotive, Inc.
8-K 001-41042 3.2 11/16/2021
4.1 Specimen Stock Certificate evidencing the shares of Class A common stock
S-1/A 333-259992 4.1 11/01/2021
4.2 Fifth Amended and Restated Investors’ Rights Agreement, dated as of January 19, 2021, by and among the Registrant and certain holders of its capital stock, as amended
S-1/A 333-259992 4.2 10/22/2021
4.3* Description of Capital Stock
10.1# 2015 Long-Term Incentive Plan, as amended, and forms of option and restricted stock unit agreements thereunder
S-1/A 333-259992 10.1 11/01/2021
10.2# 2021 Incentive Award Plan and forms of option and restricted stock unit agreements thereunder
S-1/A 333-259992 10.2 11/01/2021
10.3# Non-Employee Director Compensation Program
S-1/A 333-259992 10.3 11/01/2021
10.4# 2021 Employee Stock Purchase Plan
S-1/A 333-259992 10.4 11/01/2021
10.5# Form of Indemnification Agreement for Directors and Officers
S-1/A 333-259992 10.5 11/01/2021
10.6 Credit Agreement, dated as of May 20, 2021, by and among Rivian Holdings, LLC, as Borrower Representative, the borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
S-1/A 333-259992 10.6 10/22/2021
10.7# Employment Agreement by and between Rivian Automotive, LLC and Robert Joseph Scaringe
S-1/A 333-259992 10.7 11/01/2021
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10.8# Employment Agreement by and between Rivian Automotive, LLC and Jiten Behl
S-1/A 333-259992 10.8 11/01/2021
10.9# Employment Agreement by and between Rivian Automotive, LLC and Claire McDonough
S-1/A 333-259992 10.9 11/01/2021
10.10# Employment Agreement, dated as of April 24, 2018, by and between Rivian Automotive, LLC and Ryan Green
S-1/A 333-259992 10.10 11/01/2021
10.11# Transition and Release Agreement, dated as of March 2, 2021, by and between Rivian Automotive, LLC and Ryan Green
S-1/A 333-259992 10.11 11/01/2021
10.12† Framework Agreement, dated as of September 16, 2019, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.
S-1 333-259992 10.12 10/01/2021
10.13† Work Order No. #1 to the Framework Agreement, dated as of September 16, 2019, by and between Rivian Automotive, LLC and Amazon Logistics, Inc.htm
S-1 333-259992 10.13 10/01/2021
10.14† Commercial Letter Agreement, dated as of February 15, 2019, by and between Rivian Automotive, Inc. and Amazon.com, Inc.
S-1 333-259992 10.14 10/01/2021
10.15† Amendment to Commercial Letter Agreement, dated as of September 6, 2019, by and between Rivian Automotive, Inc. and Amazon.com, Inc.
S-1 333-259992 10.15 10/01/2021
10.16† Master Services Agreement, dated as of May 7, 2021, by and between Rivian, LLC and Cox Automotive Corporate Services, LLC
S-1 333-259992 10.16 10/01/2021
10.17† Statement of Work for Consignment Services, dated as of June 21, 2021, by and between Rivian, LLC and Manheim Remarketing, Inc.
S-1 333-259992 10.17 10/01/2021
10.18† Development, Production and Supply Agreement, dated as of April 16, 2021, by and between Rivian Automotive, LLC and Troy Design and Manufacturing Co.
S-1 333-259992 10.18 10/01/2021
10.19 Indenture, dated as of October 8, 2021, by and among Rivian Holdings, LLC, Rivian, LLC, Rivian Automotive, LLC, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent.
S-1/A 333-259992 10.19 10/22/2021
10.20 Note Purchase Agreement, dated as of October 8, 2021, by and among Rivian Holdings, LLC, Rivian, LLC, Rivian Automotive, LLC and the purchasers party thereto.
S-1/A 333-259992 10.20 10/22/2021
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10.21 Amendment to the Warrant to Purchase Series C Preferred Stock, dated as of October 31, 2021, by and between Rivian Automotive, Inc. and Amazon.com NV Investment Holdings LLC.
S-1/A 333-259992 10.21 11/01/2021
10.22 Director Nomination Agreement, dated as of October 31, 2021, by and between Rivian Automotive, Inc. and Amazon.com, Inc.
S-1/A 333-259992 10.22 11/01/2021
21.1* List of Subsidiaries of Rivian Automotive, Inc.
23.1* Consent of KPMG, LLP, Independent Registered Public Accounting Firm
31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith.
# Indicates management contract or compensatory plan.
† Portions of this exhibit (indicated by asterisks) have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).
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Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.
RIVIAN AUTOMOTIVE, INC.
By: /s/ Robert J. Scaringe
Robert J. Scaringe
Chief Executive Officer, Chairman of the Board of Directors
Date: March 31, 2022 (Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ Robert J. Scaringe
Chief Executive Officer, Chairman of the Board of Directors March 31, 2022
Robert J. Scaringe (Principal Executive Officer)
/s/ Claire McDonough
Chief Financial Officer March 31, 2022
Claire McDonough (Principal Financial Officer)
/s/ Jeffrey R. Baker
Chief Accounting Officer March 31, 2022
Jeffrey R. Baker (Principal Accounting Officer)
/s/ Karen Boone Director March 31, 2022
Karen Boone
/s/ Sanford Schwartz Director March 31, 2022
Sanford Schwartz
/s/ Rose Marcario Director March 31, 2022
Rose Marcario
/s/ Peter Krawiec Director March 31, 2022
Peter Krawiec
/s/ Jay Flatley Director March 31, 2022
Jay Flatley
/s/ Pamela Thomas-Graham Director March 31, 2022
Pamela Thomas-Graham
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