Faraday Future Intelligent Electric Inc. a California-based global Embodied AI (EAI) ecosystem company, announced that it plans to hold the Annual Meeting of Stockholders (the “Annual Meeting”) on May 22, 2026, to seek approval for proposals aimed at supporting the Company’s Global EAI strategic execution and long-term growth.
Directors Election Proposal
The Company is proposing the election of five directors: Jerry Wang, Xiao Jiang, Chad Chen, Kevin Chen, and Lev Peker. If elected, these individuals will serve until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.
Approval of this proposal is intended to support the Company strategic continuity, strengthen closed‑loop oversight from financing through performance, enhance internal and external trust and cohesion, and improve the effectiveness and efficiency of EAI ecosystem strategy execution. Through governance optimization measures, the Company is aiming to fulfil its commitment to protecting the interests of its stockholders.
Note Purchase Proposal
The Company is seeking approval from its stockholders, in accordance with Nasdaq Listing Rule 5635(d), for the issuance of Class A Common Stock to holders of promissory notes.
On April 17, 2026, the Company entered into a notes purchase agreement (the “NPA”) for an aggregate amount of $45 million with an institutional investor. The Company believes that the redemption provisions contained in such promissory notes, which provide that such promissory notes are redeemable under certain circumstances in either cash or shares of common stock following the six month anniversary of closing, based on the markup price upon such redemption. The Company believes the structure also demonstrates its commitment to protecting existing stockholders while using raised capital to grow its business.
Approval of the Note Purchase Proposal will provide the Company with critical capital and support the Company’s Global EAI Strategy execution throughout 2026, driving business growth and enhancing stockholder value.
Share Issuance Proposal
Approval of the issuance of Common Stock to the holder of certain shares of our preferred stock and warrants, in accordance with Nasdaq Listing Rule 5635(d).
Approval of the Share Issuance Proposal would help the Company meet its contractual obligations, support future capital raising efforts, and enable mutual reinforcement between its core EAI business and the digital asset ecosystem.
Share Authorization Proposal
The Company is proposing to increase the number of authorized shares of Class A common stock and Class B common stock (collectively, the “Common Stock”) by 140,528,448 shares, from 312,285,439 shares to 452,813,887 shares, and the number of authorized shares of preferred stock (the “Preferred Stock”) by 10,839,269 shares, from 24,087,265 shares to 34,926,534 shares. As a result, the total number of authorized shares of the Company’s Common Stock and Preferred Stock would increase from 336,372,704 shares to 487,740,421 shares.
The Company believes this proposal reflects its commitment to executing its strategy and delivering stockholder value. The Board believes it is desirable for the Company to have a sufficient number of shares of Common Stock available for the satisfaction of its existing obligations to issue shares of Common Stock and possible future financing or acquisition transactions, stock dividends or splits, stock issuances pursuant to employee benefit plans and other proper corporate purposes. In particular, to fund its ongoing operations and business plan, including to continue the deliveries of FF EAI Robotics with positive product gross margin and generate revenues in 2026 and to fund the deployment of FF EAI Brain and Data Factory, the Company is evaluating various fundraising efforts to bolster its cash on hand.
Approval of this proposal would not in and of itself result in any immediate issuance of shares, dilution to existing stockholders, or change to the Company’s current outstanding share count.
Reverse Stock Split Proposal
The Company is seeking stockholders approval to effect a reverse stock split of the issued and outstanding shares of Common Stock by a ratio of up to 1-for-150 (the “Reverse Stock Split”), at the specific ratio to be determined in the discretion of the board of directors of the Company 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 Company remains committed to organically enhancing its value and maintaining its listing status through business development.
Even if this proposal is approved by stockholders, the Board will implement the Reverse Stock Split when the Board determines that the Reverse Stock Split is in the best interest of the Company’s stockholders, which may include reference to the following principles: (i) the closing price of the Company’s common stock is at a level that could trigger a Nasdaq delisting risk due to trading below $0.10; or (ii) sufficiently in advance of the expiration of the applicable Nasdaq 180-day compliance period to allow a reasonable implementation period, the Company’s common stock has not regained compliance with the $1.00 minimum bid price requirement, and delisting risk exists. However, the Board is not required to strictly apply the foregoing standards and shall retain full discretion in making its determination.
If this Reverse Stock Split Proposal is approved and the Board elects to implement the Reverse Stock Split, the ratio and timing of implementation will be ultimately determined by the Board, and the number of outstanding shares of Common Stock will be reduced in proportion to the ratio of the Reverse Stock Split chosen by the Board. The number of authorized shares will remain unchanged.
Incentive Plan Proposal
The Company is proposing stockholders to approve an amendment to the Faraday Future Intelligent Electric Inc. Amended and Restated 2021 Stock Incentive Plan (the “2021 Plan”) 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.
Approval of the Incentive Plan Proposal will allow the Company to continue offering long-term equity incentives as an alternative to cash compensation to help attract, retain and incentivize key talent in support of the execution of our EAI strategy.
Say-on-Pay Proposal
To approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.
As an advisory vote, the Say-on-Pay Proposal is not binding. However, the Board values the opinions of the Company’s stockholders, and to the extent that this resolution is not approved by a majority of the votes properly cast, the Board may review and consider the results of this advisory vote in future compensation deliberations.
Say-on-Frequency Proposal
To select, on a non-binding, advisory basis, the frequency of conducting future stockholder advisory votes on named executive officer compensation (which will be either every year, every two years or every three years).
The company believes that providing the stockholders with such advisory vote every three years will allow for a meaningful evaluation of our performance against our compensation practices, targeting long-term value creation rather than short-term results. It would allow the Company adequate time to compile meaningful input from stockholders on the pay practices and respond appropriately.
For more information, please visit https://www.ff.com/.
