CoverageForm 410-K10-Q8-K13D13G13F

FFIE Faraday Future Intelligent Electric Inc. - 8-K

Filed May 22, 2026. See issuer overview · financials · original on SEC.gov ↗
Accession
0001213900-26-060664
5.077.019.01

Item 5.07 - Submission of Matters to a Vote of Security Holders

1,054 words

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 22, 2026, the Company held an annual meeting
of stockholders (the “Annual Meeting”). The purpose of the Annual Meeting was described in the Company’s definitive
proxy statement as filed with the Securities and Exchange Commission on April 28, 2026 (the “Definitive Proxy Statement”).

As of April 15, 2026, the record date for
the Annual Meeting (the “Record Date”), there were 303,554,913 shares of Class A common stock, par value $0.0001 per
share (the “Class A Common Stock”), 6,667 shares of Class B common stock, par value $0.0001 per share ( the “Class
B Common Stock” and together with Class A Common Stock, the “Common Stock”), 5,695,515 shares of Series B
preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”), 11,502 shares of Series C Convertible
Preferred Stock par value $0.0001 per share (the “Series C Preferred Stock”), with each share of
Series C Preferred Stock having 3,846 votes, and one share of Series A preferred stock, par value $0.0001 per share (the
“Series A Preferred Stock” and collectively with the Common Stock, Series B Preferred Stock and Series C Preferred
Stock, the “Voting Shares”) outstanding and entitled to vote. A total of 130,801,521 shares of Common Stock, Series B
Preferred Stock and Series C Preferred Stock and one share of the Series A Preferred Stock were present at the Annual Meeting, by
virtual attendance or by proxy, which represents approximately 42.29% of the Voting Shares (constituting a quorum), as of the Record
Date.

Set forth below are the final voting results,
based on the certified final report provided by the inspector of elections of the Annual Meeting, for Proposal 1, Proposal 2, Proposal
3, Proposal 4, Proposal 5, Proposal 6, Proposal 7, Proposal 8 and Proposal 9 (collectively, the “Proposals”), each of which
is set forth below and described in detail in the Definitive Proxy Statement.

Proposal 1: Direct Election Proposal

The Company’s stockholders elected each
of the five director nominees, Jiawei Wang, Xiao Jiang, Kevin Chen, Chad Chen and Lev Peker, to hold office until the 2027 annual meeting
of stockholders and until their respective successors have been duly elected and qualified, or until their earlier death, resignation
or removal. The final voting results are as follows:

Votes For

Votes

Against

Abstentions

Broker

Non-Votes

Jiawei Wang

69,010,038

2,149,671

193,704

103,682,297

Xiao Jiang

68,679,012

2,495,590

178,811

103,682,297

Chad Chen

65,269,712

5,858,861

224,840

103,682,297

Kevin Chen

68,040,068

3,107,564

205,781

103,682,297

Lev Peker

62,949,057

8,190,401

213,955

103,682,297

Proposal 2: Note Purchase Proposal

The Company’s stockholders approved the
issuance of Class A Common Stock to holders of certain promissory notes, in accordance with Nasdaq Listing Rule 5635(d). The final voting
results are as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

67,393,685

3,791,621

168,107

103,682,297

1

Proposal 3: Share Issuance Proposal

The Company’s stockholders approved the
issuance of Class A Common Stock to holders of certain shares of preferred stock and warrants, in accordance with Nasdaq Listing Rule
5635(d). The final voting results are as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

23,132,465

3,813,395

170,861

103,682,297

Proposal 4: Incentive Plan Proposal

The Company’s stockholders approved an amendment
to the Company’s Amended and Restated 2021 Stock Incentive Plan in order to increase the number of shares of Class
A Common Stock available for issuance under the 2021 Plan by an additional 50,492,075 shares. The final voting results are as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

60,488,485

10,706,602

158,326

103,682,297

Proposal 5: Share Authorization Proposal

The Company’s stockholders approved an amendment
to the Third Amended and Restated Certificate of Incorporation (as amended, the “Charter”), to increase the number of authorized
shares of Common Stock by 140,528,448, from 312,285,439 shares to 452,813,887 shares (representing an increase of 45%), and increase the
number of authorized shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred Stock”), by
10,839,269 shares, from 24,087,265 shares to 34,926,534 shares, so that the total number of authorized shares of Company’s
Common Stock and Preferred Stock will be increased from 336,372,704 shares to 487,740,421 shares. Pursuant to the Charter, the Company
currently has 24,087,265 shares of its Preferred Stock and 312,285,439 shares of Common Stock authorized, including (i) 307,855,751 shares
of Class A Common Stock and (ii) 4,429,688 shares of Class B Common Stock. The final voting results, including 10,000,000,000
votes represented by the share of Series A Preferred Stock voted in the same proportion as the votes cast by shares of Common Stock, are
as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

8,039,712,675

2,008,308,966

23,331,772

103,682,297

Proposal 6: Reverse Stock Split Proposal

The Company’s stockholders approved an amendment
to the Charter to effect a reverse stock split of the Common Stock by a ratio of any whole number in the range up to 1-for-150, with such
ratio to be determined in the discretion of the Company’s board of directors (the “Board”) and with such action to be
effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the Annual Meeting. The
final voting results, including 10,000,000,000 votes represented by the share of Series A Preferred Stock voted in the same proportion
as the votes cast by shares of Common Stock on Proposal 6, are as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

9,586,472,999

492,461,948

96,100,763

N/A

Proposal 7: Say-on-Pay Proposal

The Company’s stockholders approved the
compensation of the Company’s named executive officers. The final voting results are as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

68,268,057

2,858,365

226,991

103,682,297

2

Proposal 8: Say-on-Frequency Proposal

The Company’s stockholders approved to conduct
stockholder advisory votes on named executive officer compensation for every three years.

One Yar

Two Years

Three Years

Abstentions

Broker Non-Votes

11,137,703

403,016

58,255,995

1,556,699

103,682,297

Proposal 9: Adjournment Proposal

The Company’s stockholders approved the
adjournments of the Annual Meeting by the Company from time to time to permit further solicitation of proxies, if necessary or appropriate,
if sufficient votes are not represented at the Annual Meeting to approve one or more Proposals at the time of such adjournment or if otherwise
determined by the chairperson of the Special Meeting to be necessary or appropriate, by the following vote:

Votes For

Votes Against

Abstentions

Broker Non-Votes

154,388,837

20,320,356

326,517

N/A

Item 7.01 - Regulation FD Disclosure

140 words

Item 7.01 Regulation FD Disclosure

On May 22, 2026, the Company issued a press release
with respect to the voting results and the conclusion of the Annual Meeting set forth in Item 5.07 of this Current Report on Form 8-K.
A copy of each press release is furnished hereto as Exhibit 99.1, and incorporated herein by reference.

The information in this Item 7.01 of this Current
Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.

Item 9.01 - Financial Statements and Exhibits

31 words

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description

99.1

Press release dated May 22, 2026.

104

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