SAN DIEGO, Dec. 23, 2024 /PRNewswire/ — CreateAI Holdings Inc., formerly TuSimple Holdings Inc. (OTCMKTS: TSPH) (“CreateAI” or the “Company”), a global artificial intelligence technology company, today announced shareholder voting results for its annual meeting of stockholders held on December 20, 2024 (the “Annual Meeting”).
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 Delaware Court of Chancery seeking a declaratory judgment that the voting agreement between White Marble and Mo Chen is invalid and White Marble, not Mo Chen, controls the vote. White Marble LLC v. Chen, C.A. No. 2024-1208-PAF (Del. Ch.) On December 13, 2024, the Court entered an order that allows the Company to hold the vote on Proposal Two, and ordered that if Proposal Two is not approved at the Annual Meeting but the Court determines in the Action that Mo Chen, not the White Marble Entities, control how the White Marble Entities’ Shares are voted, then the White Marble Entities’ shares shall be deemed to have been voted in favor of Proposal Two at the Annual Meeting and that such vote shall stand. The vote totals above include the votes of the shares held by the White Marble Entities as voted by the White Marble Entities. If the shares held by the White Marble entities reflected in the totals above are deemed to have been voted in favor of Proposal Two, the Proposal will have passed. Accordingly, if the Court rules in Mo Chen’s favor, Proposal Two will be deemed to have passed and the Company would be permitted to amend its Certificate of Incorporation to implement Proposal Two and each of the directors elected pursuant to Proposal One will serve on the Board until the annual meeting of stockholders in accordance with the class of director to which each nominee is assigned.
About CreateAI
CreateAI (formerly TuSimple) is a global artificial intelligence company with offices in US, China, and Japan. The company is pioneering the future of digital entertainment content production, seamlessly blending cutting-edge generative AI technology with the creativity of world-class talent. Our mission is to redefine the boundaries of what’s possible in digital storytelling by developing immersive, captivating, and visually stunning experiences that resonate with audiences on a global scale.
Investor Relations Contact:
ICR for CreateAI
CreateAI.IR@icrinc.com
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SOURCE CreateAI Holdings Inc
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