Faraday Future Intelligent Electric Inc., a California-based global Embodied AI (EAI) ecosystem company, announced the results of its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) held on May 22nd, at which the Company’s stockholders approved all of the submitted proposals, which were meant to enhance FF’s financial stability and empower the leadership team to execute its strategic plan aimed at supporting the Company’s Global EAI Robotics strategic execution and long-term growth.
“We are pleased with the overwhelming support from our stockholders at the Annual Meeting,” said YT Jia, Faraday Future’s Founder and Global CEO. “We believe that, as owners of our Company, our stockholders see the true value in our newly announced long-term strategy and have provided us the tools we need to execute our plan and bring forth strong results. The results of this AGM help to validate our vision of becoming a Physical AI ecosystem company.”
The core proposals that FF Stockholders approved at the Annual Meeting include:
1. Directors Election Proposal
The election of five directors: Jerry Wang, Xiao Jiang, Chad Chen, Kevin Chen, and Lev Peker. 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 will help support the Company’s 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 optimisation measures, the Company is aiming to fulfil its commitment to protecting the interests of its stockholders.
2. Note Purchase Proposal
In accordance with Nasdaq Listing Rule 5635(d), the issuance of Class A Common Stock to holders of certain 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 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, are based on the markup price upon such redemption. The Company believes the structure demonstrates its commitment to protecting existing stockholders while using raised capital to grow its business.
This 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.
For more information on the NPA and the related financing, please refer to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on April 20, 2026.
3. Share Issuance Proposal
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 will 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.
4. Share Authorisation Proposal
Increase the number of authorised 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 authorised 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 authorised shares of the Company’s Common Stock and Preferred Stock will increase from 336,372,704 shares to 487,740,421 shares.
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 financings or acquisition transactions, stock dividends or splits, stock issuances pursuant to employee benefit plans and other proper corporate purposes.
5. Reverse Stock Split Proposal
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 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. The Company reiterates that it will reverse split its shares only if necessary to maintain its Nasdaq listing status.
Though approved, the Board will implement the Reverse Stock Split if and 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.
6. Incentive Plan Proposal
The Company’s amendment to the Faraday Future Intelligent Electric Inc. Amended and Restated 2021 Stock Incentive Plan (the “2021 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.
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 incentivise key talent in support of the execution of our EAI strategy.
More related news:
Faraday Future Launches Embodied AI Developer Platform Purpose‑Built for AI Natives
Faraday Future and Faraday X Joined the Roundtable for Core Discussion on Global Tariffs
