CreateAI Holdings Shareholders Elect New Board Amid Corporate Governance Battle

As of October 28, 2024, the record date for the Annual Meeting, there were a total of 232,618,399 shares of common stock outstanding and entitled to vote at the Annual Meeting, comprised of 208,618,399 shares of Class A Common Stock (each with one vote per share) and 24,000,000 shares of Class B Common Stock (each with ten votes per share). At the Annual Meeting, holders of 207,347,538 shares of common stock, representing 423,347,538 votes, entitled to vote at the meeting were represented in person or by proxy and, therefore, a quorum constituted of the majority of the voting power of the shares of common stock issued and outstanding and entitled to vote at the Annual Meeting was present.
The following is a brief description of each matter voted upon at the 2024 Annual Meeting and the numbers of votes cast for, withheld, or against, the number of abstentions, and the number of broker non-votes with respect to each other, as applicable.
1. Election of six nominees to serve on the Board of Directors (the “Board”) for a term which will expire at the 2025 annual meeting of stockholders, or, if Proposal Two is adopted, to hold office until the annual meeting of stockholders in accordance with the class of director to which each nominee will be assigned. The following six directors were elected by the votes as indicated below.
For |
Withheld |
Broker Non-Votes |
||||
Cheng Lu |
208,949,915 |
164,765,0191 |
49,632,604 |
|||
Mo Chen |
208,946,146 |
164,768,7881 |
49,632,604 |
|||
James Lu |
209,109,928 |
164,605,0061 |
49,632,604 |
|||
Zhen Tao |
209,158,316 |
164,556,6181 |
49,632,604 |
|||
Albert Schultz |
348,895,0191 |
24,819,915 |
49,632,604 |
|||
Jianan Hao |
209,021,652 |
164,693,2821 |
49,632,604 |
The totals above include the 240,000,000 votes represented by the Class B shares of Common Stock. 12,000,000 shares of Class B Common Stock (representing 120,000,00 votes) were voted “FOR” and 12,000,000 shares of Class B Common stock (representing 120,000,00 votes) were voted “WITHHELD” for each of the Directors other than Albert Schultz. All shares of Class B Common Stock were voted “FOR” the election of Albert Schultz. Excluding the 240,000,000 votes from the 24,000,000 shares of Class B Common Stock from the totals above, the 183,347,538 shares of Class A Common Stock were voted as indicated below.
For |
Withheld |
Broker Non-Votes |
||||
Cheng Lu |
88,949,915 |
44,765,019 |
49,632,604 |
|||
Mo Chen |
88,946,146 |
44,768,788 |
49,632,604 |
|||
James Lu |
89,109,928 |
44,605,006 |
49,632,604 |
|||
Zhen Tao |
89,158,316 |
44,556,618 |
49,632,604 |
|||
Albert Schultz |
108,895,019 |
24,819,915 |
49,632,604 |
|||
Jianan Hao |
89,021,652 |
44,693,282 |
49,632,604 |
2. Amendment to the Company’s Restated Certificate of Incorporation to classify the Board of Directors into three classes, with directors in each class to serve staggered three-year terms. Pursuant to the Restated Certificate of Incorporation, Proposal Two must receive the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, since directors representing two-thirds (2/3) of the total number of authorized directors have already approved. The amendment was not approved2 by the votes as indicated below:
For |
Against1 |
Abstain |
Broker Non-Votes |
|||
208,955,668 |
164,659,652 |
99,614 |
49,632,604 |
Because Proposal Two was not approved, the six directors elected pursuant to Proposal One will serve on the Board for a term which will expire at the 2025 annual meeting of stockholders.
3. Ratification of the appointment of UHY LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The selection was ratified by the votes as indicated below:
For |
Against1 |
Abstain |
Broker Non-Votes |
|||
255,504,371 |
155,923,768 |
11,919,399 |
– |
Note 1: Includes 120,000,000 votes of the 12,000,000 shares of Class B Common Stock held by White Marble LLC and White Marble International Limited (together, the “White Marble Entities”) controlled by Dr. Xiaodi Hou.
Note 2: The White Marble Entities have filed an action in the
About CreateAI
CreateAI (formerly TuSimple) is a global artificial intelligence company with offices in US,
Investor Relations Contact:
ICR for CreateAI
[email protected]
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