CreateAI Announces Results of 2024 Annual Meeting of Stockholders

23.12.24 22:00 Uhr

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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").

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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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