CreateAI Announces Results of 2024 Annual Meeting of Stockholders
Rhea-AI Summary
CreateAI Holdings (OTCMKTS: TSPH) held its 2024 Annual Meeting of Stockholders on December 20, 2024. The meeting had a quorum with 207,347,538 shares represented, out of 232,618,399 total outstanding shares. Six directors were elected to serve until the 2025 annual meeting: Cheng Lu, Mo Chen, James Lu, Zhen Tao, Albert Schultz, and Jianan Hao.
A proposal to classify the Board into three classes with staggered terms was not approved. The appointment of UHY LLP as the independent registered public accounting firm for FY2024 was ratified. Notably, there's ongoing litigation in Delaware Court of Chancery regarding voting control between White Marble entities and Mo Chen, which could affect the Board classification proposal's outcome.
Positive
- All six nominated directors were successfully elected to the Board
- Successfully ratified UHY LLP as independent auditor for FY2024
- Maintained strong shareholder participation with quorum achieved
Negative
- Failed to approve Board classification proposal
- Ongoing legal dispute over voting control could create uncertainty
- Trading on OTC markets rather than major exchange
News Market Reaction – TSPH
In the trading session that priced this news, TSPH declined 1.23%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
About CreateAI
CreateAI (formerly TuSimple) is a global artificial intelligence company with offices in US,
Investor Relations Contact:
ICR for CreateAI
CreateAI.IR@icrinc.com
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SOURCE CreateAI Holdings Inc